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Weikeng AGM Information 2022

Aug 16, 2022

52266_rns_2022-08-16_ac340f55-c897-4a3b-b835-7afb4bea1176.pdf

AGM Information

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威健實業股份有限公司 (Weikeng Industrial Co., Ltd.) 111 年股東常會議事錄 (2022 Annual General Meeting Minutes)

Notice to readers

This English-version meeting minutes is a summary translation of the Chinese version and is not an official document of the shareholders’ meeting. If there is any discrepancy between the English and Chinese versions, the Chinese version shall prevail.

  • Date and Time of the Meeting June 16, 2022 at 9:00 a.m. (Thursday)

  • Location of the Meeting Chin-Chin Garden Restaurant (No.32, Ln. 266, Sec. 2, Zhishan Rd., Shilin Dist., Taipei City 111, Taiwan )

  • Report of the Number of Shares Represented by Shareholders Present at the Meeting) : At 9:00 a.m., the total number of ordinary shares in attendance by shareholders (including in person and by proxy) are 286,226,646 shares (including the number of shares attended through electronic means which are 41,228,840shares), accounted for 67.93% of the total 421,294,256 ordinary shares issued by the Company, and met the statutory meeting quorum in accordance with article 174 of the Company Act.

  • Chairman Hu, Chiu-Chiang

  • Recorder: Chou, Kan-Lin

  • Directors Present

  • (1) Independent Director Tsai, Yu-Ping, Lin, Hung, and Yu, Hsueh-Ping

  • (2) Director Hu, Chiu-Chiang, Chi, Ting-Fang, Chen, Kuan-Hu, and Chen, Cheng-Fong

  • Other Attendees

  • (1) Attorney at Law Wang, Chien-Chih

  • (2) CPA KPMG, Taiwan, Au, Yiu-Kwan

I. The statutory meeting quorum is met. Chairman Hu, Chiu-Chiang announces the commencement of the meeting.

II. Chairman’s Remarks :( Omitted III.Reporting Matters

(I) 2021 Business Report & Report to Shareholders

2021 Business Performance

2021 was a year of economic recovery amid COVID-19 pandemic. The risk and uncertainty of variant outbreak had immensely impacted the way we live and work, our economy and government policy making. As we learn and adjust to a new-normal life with COVID-19, the applications of semiconductor had expanded due to pandemic-induced stay-at-home economy as well as emerging technology related to the raising importance of a green economy. As a result, worldwide semiconductor revenue reached an all-time high. However, new wafer capacity was still not in place to accommodate the surge in demand in the past year, while the industry faced prolonged shipping time like all others, downstream suppliers struggled to secure orders and chips shortages became the new status quo. Weikeng Group continued to play the role of connecting technology and creating value in the semiconductor industry. We aim to maintain logistics efficiency to meet client’s production schedule in difficult times. With the diligent efforts of all colleagues and the support of shareholders, the Group consolidated sales revenue and net profit before tax reached approximately NT$72.4 billion and NT$2.4 billion in 2021, respectively, representing a growth of approximately 24% and 163%, and the gross margin of 7.13% and operating income margin of 3.49% have increased by 1.88 percentage points and 1.82 percentage points respectively, hitting new highs in recent years.

Commitment to Sustainable Development

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Weikeng is dedicated to strengthen corporate governance and sustainability development. The goal is to partner with our vendors and buyers in the semiconductor industry to build a green sustainable supply chain that reduces environmental impact and act in accordance with social compliance. Vendors of the Company are renowned IDM and fabless companies who follow the code of conducts set by RBA (Responsible Business Alliance) formerly the Electronic Industry Citizenship Coalition (EICC), covering five aspects: labor, health and safety, environment, ethics and management system, and as their distributor, we aim to connect our downstream partners to participate accordingly for a better and more sustainable future.

Weikeng implemented BRA practices per vendors’ requests and established the “Code of Conduct for Supplier” in May, 2020, to promote sustainable supply chain proactively. Apart from those already participated in BRA, 50 Weikeng suppliers had signed the agreement to comply with BRA code of conduct as of the end of 2021. An intra department Green Product Management was structured to ensure the compliance with RoHS (Restriction of Hazardous Substances), REACH Substances of Very High Concern (SVHC), and RBA regulations throughout product life cycle. We will continue to connect our downstream clients and devote management resources to issues concerning labor, health and safety, environment, ethics and management system, to build a supply chain that addresses social and environmental issues, and ultimately to implement our sustainable supply chain management strategies.

Emission reduction and energy efficiency have been the main drivers that motivate innovative electronic and technology products for combating climate change. The Company will continue to evaluate risks and opportunities associated with climate change both at present and in the foreseeable future. Through collaborations among industry partners who are on the same path, we hope to do our best by devoting more resources in green product development, and leverage our demand creation ability to further extend green technology applications such as battery management system, electric vehicle charging pile, smart grid, wind power, solar power inverter. Since the upstream DIM and fabless vendors had already expanded R&D capacity for the compound/ group III semiconductors, the Company will continue to expand businesses in the automotive/electric vehicle and industrial energy related markets by develop technology supports for more stable, more efficient and low-power-consuming products as we seize the opportunities in green energy industry.

In 2021, the Company has established Protection of Human Rights Policy, Intellectual Property Management Plan and Risk Management Policies and Procedures as part of the progress of enhancing sustainable development framework. We continued to sponsor environmental awareness documentary, education scholarship, sports events and technology research institutes for the purpose of cultivating hightechnology talents, in response to United Nation’s Sustainability Development Goals. In March 2022, the Board of directors had approved the establishment of the Sustainable Development Committee, under which sustainable development team and risk management team were established to ensure the advocacy and implementation of the work related to sustainable development of the Company. The Company is committed to fulfilling corporate social responsibility following international standards and trends. We promise to not only make the effort to respond actively to stakeholders concerning environmental, social and corporate governance related issues, but also conduct risk assessment and take countermeasures to strengthen corporate governance and sustainability.

2022 Business Outlook

In 2022, the semiconductor industry is still facing geopolitical tension and exclusions, production capacity rush and intensive communication within the supply chain, while the major chip manufacturers are also investing massive resources to increase capacities. However, due to the high cost of building new fabs and

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the prolonged construction period, chips shortages and price adjustments may continue into the second half of 2022 and even into 2023. We may anticipate market uncertainties and challenges as we wait for supply-demand balance in the semiconductor supply chain while entering post-pandemic era. The Company will continue to grasp market insights, meet vendor and customer requirements, closely monitor lead-time of stocking and delivery speed, and to provide technical support to clients. In time of foreseeable growth and business expansion, it is hoped that the management team will lead all colleagues to strictly abide by the risk management policy, operation performance optimization and “Ethical Corporate Management Best Practice Principles”, together we will continue to strive towards the goal of integrity, sustainability and stable operation, and thus create more value for all stakeholders.

Weikeng Group has successfully won the franchises of product lines, covering many semiconductor Integrated Device Manufacturers (IDMs) or IC design companies such as AMD, Amazing, Cypress, Infineon, Lattice, Microchip, Molex, NXP, Sinopower, Vishay, Western Digital, etc. However, the Company continues to find and develop new products and applications in the semiconductor market, look for new cooperation opportunities of franchises, and create new customer demand. At present, in the application fields of industrial electronics, automotive electronics, mobile communications, consumer electronics, computer peripherals, and AI/5G, Weikeng Group's regional companies are capable of providing customers with competitive parts, technical support services, and efficient management services of supply chain to achieve a triple win value through the Group's intermediary technology connection between upstream vendors and downstream customers.

i. The annual business report for 2021

(i) Business plan implementation results

Financial Figures Amount
(in Thousands of NT$)
YoY %
Net Sales Revenue 72,404,886 24
Gross Profit 5,162,842 68
Net OperatingIncome 2,525,619 159
Profit before Tax 2,451,320 163
Net Profit 1,721,140 146

(ii) Budget Execution in 2021

In 2021, the Group's implementation of operating budget, revenue and profitability performance have exceeded expectations.

(iii) Financial Income, Costs and Profitability Analysis

Financial Ratios %
Finicial Structure Debt Ratio 70.86
Long-term Capital to Property, Plant and
Equipment Ratio
6,861.49
Solvency Current Ratio 145.16
Quick Ratio 88.91
Profitability Return on Assets 7.37
Return on Equity 24.42
Net Profit Margin 2.38
Basic EPS(inNT$) 4.54

(iv) Research Development Status

Under the planning and active pursuit of the "Marketing Development Division", the Company has

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successfully franchised the product lines of well-known domestic and foreign semiconductor companies as a distributor, and even successfully maintained or expanded the continuation of the franchises after the consolidation between the upstream vendors. In addition to continuing to establish a solid foothold in the application field of 3C electronic products, the "FAE Division" also actively cooperates with the vendors to provide technical support for the relevant IC products that customers need in emerging application fields, so as to increase the Company's business territory, help customers save R&D expenses and shorten the electronic products of time-to-market, and enhance service levels to strengthen the cooperative relationship with vendors and customers.

In the “Solution Division”, we are moving into the field of R&D and design, specializing in the turnkey solution of products. Given the fast growing scope of semiconductor and its emerging application solutions, in addition to franchising the product lines of well-known domestic and foreign semiconductor companies as a distributor, the “Marketing Development Division” is leading the search for new distributorships, paying close attention to and assessing the applications and development of products rolled out by startups and new ventures, including the development of green economy-related applications, and timely investing the development resources of the “Solution Division”, and then introducing the technical support and demand creation services of the “FAE Division”.

At this stage, the Group’s companies are developing product solutions for 5G (smartphones, Customer Premise Equipment (CPE), Open Radio Access Network (O-RAN) and Small Cell Station), artificial intelligence/AIoT, WiFi 6, automotive electronics (including electric vehicles, electric locomotives, charging piles/stations, etc.), consumer electronics, industrial control, Type C-Power Delivery(PD), and various power supply applications. We also devote our resources to the development of product solutions for servers/data centers, motor control, battery energy storage management systems, human-machine interface for in-vehicle infotainment systems and Center Information Display (CID), in order to provide customers with immediate product reference solutions. All of these solutions are now available to customers.

ii. Annual Business Plan in 2022

  • (i) Operating Principles

  • Immediate response to change or adjustment of client’s needs according to material/chip shortages and stocking schedule adjustments in time of disrupted supply chain.

  • To strengthen core competence and create added-value through R&D and collaboration with industry partners according to high-tech application trends, client’s near-term and future needs and pricing strategy of all product items.

  • Continue to provide high competitive components, technical support and R&D projects that advocate to the rising importance of sustainability and the fast growing green economy. To achieve technology connections of the supply chain and our mission to build a greener and more sustainable supply chain with upstream vendors and downstream clients.

  • To obtain Real-time insights of the diversified strategy and construction of customers' production bases and supply chains affected by trade brinkmanship and the epidemic.

  • To remain cautious in time of prosperity of the market and post pandemic era. As the scale of business and operation expands, Weikeng Group must fully abide by the risk management policy, Ethical Corporate Management Best Practice Principles and optimize business performance and profitability, as well as to evaluate and take actions to seize market opportunities in a timely manner.

  • (ii) Production and Sales Policy

  • Pricing Strategy: In the face of increasing customer demand, we will actively mediate the delivery date of franchise vendors’products for clients, adjust the product and price strategy in a timely manner, so to provide best interactive communication platform.

  • New Business Development: closely monitor the development trend of "new technology" and “green

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economy” and expand business cooperation opportunities, and strengthen customer structure accordingly.

  1. Resilience: Facing the multinational expansion of customers outside of the Asia-Pacific region, the Group must strengthen timely support, service momentum and flexibility to accommodate client’s cross-border and cross-region reallocation.

  2. Compliance: Emphasize on the importance of and act accordingly to the compliance with laws and regulations for the import and export of strategic high-tech commodities.

  3. Risk and Profitability Assessment: As the scale of operations expands, both risk and profitability must be critically examined and assessed.

(iii) Expected sales volume and its basis in 2022

The Company classifies the franchising products into chipsets/special application standard ICs, mixed signals and discrete components according to product characteristics. In 2022, the external environment posts challenges as it double-struck by the US-China disputes of trading brinkmanship and the COVID-19 epidemic. We continue to navigate through supply chain disruption driven by the conflict and pressure from US fed interest rate uncertainty. However, based on the management team’s consideration of relevant research institutions’ estimates of the semiconductor industry’s sales forecast, the upstream vendors’ set targets and the Company's internal business plan, the operating target of sales forecast for the fiscal year 2022 is expected to have growth opportunities, despite the challenges and difficulties in external environment.

The Company's management team and all colleagues hereby give thanks to all shareholders for your support and encouragement. We also look forward to all of your continuing greatest support and advice to Weikeng. Wishing all shareholders a good health and all the best!

Weikeng Industrial Co., Ltd. Chairman & PresidentHU, CHIU-CHIANG

(II) 2021 Financial Results as reviewed by Audit Committee Explanation:

  • (3) The Company's 2021 annual financial report has been audited and attested by independent auditors, Lo, Jui-Lan and Au, Yiu-Kwan of KPMG Taiwan, together with the Business Report and Earnings Distribution Plan for 2021 have been submitted to the Audit Committee for verification and prepared a written review report as the following.

Weikeng Industrial Co., Ltd.

2021 Review Report of Audit Committee

The Board of Directors has prepared this Company’s 2021 financial statements (including individual financial statements and consolidated financial statements), business report, and the earnings distribution plan; with respect to the financial statements have been audited by independent auditors, Lo, Jui-Lan and Au, Yiu-Kwan of KPMG Taiwan, who have submitted an audit report. The aforementioned statements, plan and report have been reviewed by the Audit Committee and no irregularities were found. We hereby report as above in accordance with Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act. Kindly verify.

To: Weikeng Industrial Co., Ltd., 2022 Annual General Meeting

Convener of Audit Committee Tsai, Yu-Ping Date: March 25, 2022

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  • (4) Report on the communication between members of the Audit Committee and the head of internal audit: After checking the 2021 audit report, there were no major internal control deficiencies and abnormal matters.

  • The supervisor of the internal audit office of the Company reports to independent directors on the execution process and conclusions of internal audits by e-mail or telephone from time to time, and attends Audit Committee to perform audit work reports and other matters.

  • Normally, internal audit supervisor and CPA may communicate directly with independent directors / Audit Committee member by e-mail, telephone or meeting as needed. In principle, the head of internal audit attends the Audit Committee at least once a quarter at least four times a year to report and communicate with the independent directors; while CPA communicates with independent directors Audit Committee at least twice a year in a symposium.

  • The communication situation in 2021 was as the attached:

Year Frequency of
Communication
(Number of
Times)
Way of Communication Remark
2021 7 Head of Internal Audit Attended
AuditCommittee
No non-independent directors
and management were present
at the time.
2 Symposium between accountants
and members of the audit
committee

(III) Report on the Company's endorsements and guarantees amount Explanation:

  • (1) As of the end of the year 2021, the Company's endorsements and guarantees amount for its subsidiary, Weikeng International Co., Ltd., was US$193.6 million and NT$713 million, both of which were subject to the Procedures for Endorsements and Guarantees.

  • (2) As of the end of the year 2021, the Company's endorsements and guarantees amount for its subsidiary, Weikeng Technology Pte. Ltd., was US$19 million, which was subject to the Procedures for Endorsements and Guarantees.

  • (3) As of the end of the year 2021, the Company's endorsements and guarantees amount for its subsidiary, Weikeng International (Shanghai) Co., Ltd., were US$23 million and RMB 62.5 million, both of which were subject to the Procedures for Endorsements and Guarantees.

  • (4) The operational strategy of Weikeng Group is to continuously expand, integrate, and strengthen the combined sales capabilities of its subsidiaries' product lines. As the sales performance of each subsidiary grows, the demand for working capital is not only considered to raise funds from the capital market, but also requires injection from bank loans. Therefore, the total amount of endorsements and guarantees for each subsidiary company are necessary and reasonable.

(IV) Report on the Company’s the implementation of the 5[th] and 6[th] domestic unsecured convertible corporate bonds Explanation:

  • (1) As of the shares book closure date for the 2022 Annual General Meeting, the Company's 5[th] domestic unsecured convertible of corporate bonds, after the conversion by the bondholders, has a total of 379 units outstanding bonds.

  • (2) On April 22, 2022, the Company registered to the Securities and Futures Bureau of the Financial Supervision Commission R.O.C.(Taiwan)for the offering and issuance of 20,000 units of the 6[th] domestic unsecured convertible corporate bonds, each with a face value of NT$100,000, and issued in denominations, with the total amount in NT$ 2 billion, the coupon rate is 0%, the issuance period is 5 years, and it is expected to be listed on the TPEx in June of 2022; all the funds raised by the 6[th] domestic unsecured convertible corporate bonds will be used to repay the borrowings of financial institutions. The

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expected benefits are  saving cash outflows from interest expenses and reducing financial burdens, and strengthening financial structure and improving solvency.

Supplementary Explanation: Due to the deadline for the publication of the handbook of the meeting, the 6th domestic unsecured convertible corporate bonds has been listed on the TPEx on June 1, 2022, and 3 months after its issuance is a freezing period, that is, bondholders cannot exercise the conversion into common stocks, so as of the date of this shareholders' meeting, the number of outstanding convertible corporate bonds are still 20,000 units.

(V) Report on the remuneration distribution of employees and directors for 2021

  • Explanation: In accordance with Article 22 of the Articles of Association of the Company, the Company appropriated the remuneration of employees and directors for 2021, of which for employees and directors were NT$191,512,000 and NT$47,878,000, respectively. The above remuneration had been resolved by the Board of Directors on March 25, 2022 with no less than two-thirds of directors present, and approved by more than half of directors attending the meeting. Both of which will be paid in cash after this 2022 Annual General Meeting and there will be no difference from the expense appropriated in the financial statements of 2021.

(VI) Report on the Cash Dividends of the 2021 Earnings Distribution Plan Explanation:

  • (1) The Company's 2021 earnings distribution plan will be fully distributed in cash dividends, totaling NT$ 1,270,232,000, which has been resolved by the Audit Committee and Board of Directors with no less than two-thirds of directors present, and approved by more than half of directors attending the meeting on March 25, 2022. Board of Directors authorized the Chairman to set the ex-dividend date, the date of distribution, and other related matters, which information will be announced to shareholders thereafter.

  • (2) As of the shares book closure date for the 2022 Annual General Meeting, the total issued and outstanding ordinary shares are 421,294,256 shares and the proposed declared cash dividend is NT$3.01507 per share. The cash dividends on the issued and outstanding ordinary shares are distributed pro rata and are rounded down to the nearest whole number. The fractional balance of dividends less than NT$ 1 will be summed up and recognized as other income of the Company’s employee welfare committee.

  • (3) Where the total number of issued and outstanding shares of the Company subsequently changes and the aforesaid cash dividends distributed to each ordinary share needs to be adjusted pursuant to actual number of the issued and outstanding ordinary shares on the ex-dividend date, the Chairman of the Board of Directors of the Company is authorized to handle it in full authority according to the actual situation, and which information will be announced to shareholders thereafter.

(VII) Report on the renaming and amendment of some provisions of the Company's "Corporate Social Responsibility Policy", "Corporate Social Responsibility Best Practice Principles" and "Corporate Governance Best Practice Principles".

  • Explanation: According to the Taiwan Stock Exchange Co., Ltd. Tai Zheng Zhi Zi No. 1100024173 Announcement on December 7, 2021, the "Corporate Social Responsibility Best Practice Principles" and "Corporate Social Responsibility Policy" were renamed and their relevant regulations were revised. The Company has amended the aforesaid Principles, Policy and Corporate Governance Best Practice Principles accordingly, and which have been approved by the resolution of the Board of Directors on December 30, 2021. Please refer to the below comparison table of some amendments to the Company’s "Corporate Social Responsibility Best Practice Principles", "Corporate Social Responsibility Policy" and "Corporate Governance Best Practice Principles".

The Comparison Table of Renaming and Amendment of Some Provisions of Corporate Social Responsibility Best Practice Principles

Amended Article Current Article Reason of Amendment
Revised policy name: Sustainable
Development Best Practice Principles
Current policy name:
Corporate Social
Responsibility Best Practice Principles
In accordance with the
amendment of the
regulations of the competent
authority.

Article 2.
The scope of theseguidelines includes the

Article 2.
The scope of theseguidelines includes the

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Amended Article Current Article Reason of Amendment
global operational activities by the Company
and group enterprises. The guidelines are to
encourage the Company to aggressively fulfill
its social responsibility in business operation
to meet the trend of the international
development. Through being a corporate
social citizen to advance the nation’s
economics, improve the life quality of its
employees, community, and society,
achieving the competitive advantage based on
fulfilling of the enterprise sustainable
development.
global operational activities by the Company
and group enterprises. The guidelines are to
encourage the Company to aggressively fulfill
its social responsibility in business operation
to meet the trend of the international
development. Through being a corporate
social citizen to advance the nation’s
economics, improve the life quality of its
employees, community, and society,
achieving the competitive advantage based on
fulfilling of the enterprise social
responsibility.
Article 3.
To perform sustainable development, based
on the due care to the interest of stakeholders,
the Company shall focus on environmental,
social and corporate governance elements and
include such elements into the Company’s
management policy and operation, at the
same time as pursuing sustainable operation
and profit.
(The following is omitted)
Article 3.
To perform corporate social responsibility,
based on respecting social ethics and the due
care to the interest of other interested parties,
the Company shall focus on environmental,
social and corporate governance elements and
include such elements into the Company’s
management policy and operation, at the
same time as pursuing sustainable operation
and profit.
(The followingis omitted)
Article 4
To implemental sustainable development, the
Company shall perform in accordance with
the following principles:
1.Implement the corporate governance.
2.Develop a sustainable environment.
3.Maintain social benefit.
4.Reinforce disclosure of information about
sustainable development.
Article 4
To implemental corporate social
responsibility,the Company shall perform in
accordance with the following principles:
1.Implement the corporate governance.
2.Develop a sustainable environment.
3.Maintain social benefit.
4.Reinforce disclosure of information about
corporate social responsibility.

Article 5.
The Company shall abide by the laws and
regulations, as well as contracts and related
regulations signed with Taiwan Stock
Exchange Corporation (TWSE) or Taipei
Exchange, should also consider the
connection between the development trend of
sustainability issuesat home and abroad and
the enterprise core business, the impact of the
Company itself and its group companies'
overall operating activities on the
stakeholders, etc., and establish its sustainable
development policies, systems or relevant
management systems for approval by the
board of directors and submit to the
shareholder’s meeting. If any shareholder
submits an agenda related tosustainable
development, the board of the directors shall
consider to adopt it into shareholder’s
meeting.

Article 5.
The Company shall abide by the laws and
regulations, as well as contracts and related
regulations signed with Taiwan Stock
Exchange Corporation (TWSE) or Taipei
Exchange, should also consider the
connection between the development trend of
corporate social responsibilityat home and
abroad and the enterprise core business, the
impact of the Company itself and its group
companies' overall operating activities on the
stakeholders, etc., and establish its corporate
social responsibilitypolicies, systems or
relevant management systems for approval by
the board of directors and submit to the
shareholder’s meeting. If any shareholder
submits an agenda related to corporate social
responsibility,the board of the directors shall
consider to adopt it into shareholder’s
meeting.
Article 7.
The board of directors of theCompanyshall
Article 7.
The board of directors of theCompanyshall

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Amended Article Current Article Reason of Amendment
exercise due care as a good administrator to
procure that the enterprise implements
sustainable development and to review the
results of implementation and continuous
improvement, ensuring the implementation of
sustainable developmentpolicies.
The board of directors of the Company shall
fully consider the interests of the stakeholders
in the promotion of sustainable development
and shall include the following matters:
1. Propose sustainable development mission
or vision, and formulate sustainable
development policies, systems or related
management guidelines.
2. Incorporate sustainable development into
the Company's operating activities and
development directions, and approve
specific promotion plans for sustainable
development.
3. Ensure that information related to
sustainable development is disclosed
timely and accurately.
(The following is omitted)
exercise due care as a good administrator to
procure that the enterprise implements social
responsibilityand to review the results of
implementation and continuous improvement,
ensuring the implementation ofcorporate
social responsibilitypolicies.
The board of directors of the Company shall
fully consider the interests of the stakeholders
in the fulfillment of corporate social
responsibilityand shall include the following
matters:
1. Propose corporate social responsibility
mission or vision, and formulate corporate
social responsibilitypolicies, systems or
related management guidelines.
2. Incorporate corporate social responsibility
into the Company's operating activities and
development directions, and approve
specific promotion plans for corporate
social responsibility.
3. Ensure that information related to corporate
social responsibilityis disclosed timely and
accurately.
(The following is omitted)
Article 8.
The Company should organize regular
educational training to promote sustainable
development, the content of which includes
the publicizing the second paragraph of the
precedingarticle.
Article 8.
The Company should organize regular
educational training of corporate social
responsibility,the content of which includes
the publicizing the second paragraph of the
precedingarticle.
Article 9.
To seek sound management of sustainable
development, the Chairman’s office will be
the responsible department for the promotion
of sustainable developmen,responsible for
the proposal and execution of policies or
systems of sustainable developmen,the
related concrete management plan proposal
and reporting to the board of directors as
required.
The Company should formulate a reasonable
salary and remuneration policy to affirm the
remuneration plan could meet the
organization's strategic objectives and the
interests of stakeholders. The employee
performance appraisal system should be
combined with the sustainable developmen
policy and set up a concrete reward and
discipline system.
Article 9.
To seek sound management of corporate
social responsibility,the Chairman’s office
will be the responsible department for the
promotion of corporate social responsibility,
responsible for the proposal and execution of
policies or systems of corporate social
responsibility,the related concrete
management plan proposal and reporting to
the board of directors as required.
The Company should formulate a reasonable
salary and remuneration policy to affirm the
remuneration plan could meet the
organization's strategic objectives and the
interests of stakeholders. The employee
performance appraisal system should be
combined with the corporate social
responsibilitypolicy and set up a concrete
reward and discipline system.
Article 10.
The Company shall identify stakeholders of
the Company based on respect of the interest
of the stakeholders,set upa stakeholders’
Article 10.
The Company shall identify stakeholders of
the Company based on respect of the interest
of the stakeholders,set upa stakeholders’

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Amended Article Current Article Reason of Amendment
special region in Company’s website; and
through appropriate communication manners
and participation of the stakeholders,
understand their reasonable expectations and
requirements. The Company shall also
properly respond to important sustainable
development issues that are of the concern by
the stakeholders.
special region in Company’s website; and
through appropriate communication manners
and participation of the stakeholders,
understand their reasonable expectations and
requirements. The Company shall also
properly respond to important corporate
social responsibilityissues that are of the
concern bythe stakeholders.
Article 12.
The Company shall endeavor to utilize energy
resourcesmore efficiently and use renewable
materials, which have a low impact on the
environment to improve sustainability of the
earth's resources.
Article 12.
The Company shall endeavor to utilize all
resourcesmore efficiently and use renewable
materials, which have a low impact on the
environment to improve sustainability of the
earth's resources.
Article 17.
The Company is advised to assess the
potential risks and opportunities of climate
change for the company now and in the
future, and adopt the corresponding measures.
The Company should adopt the general
standard domestically or internationally to
inspect and disclosure the greenhouse gas
emission. The scope should include the
following:
1. The direct greenhouse gas emission:
owned or controlled by the Company.
2. The indirect greenhouse gas emission:
generated by inputelectricity, heat, steam,
etc.
3. Other indirect emissions: generated by
company activities are not indirect energy
emissions, but come from emission
sources owned or controlled by other
companies.
(The following is omitted)
Article 17.
The Company is advised to assess the
potential risks and opportunities of climate
change for the company now and in the
future, and adopt the corresponding measures
to addressclimate-related issues.
The Company should adopt the general
standard domestically or internationally to
inspect and disclosure the greenhouse gas
emission. The scope should include the
following:
1. The direct greenhouse gas emission: owned
or controlled by the Company.
2. The indirect greenhouse gas emission:
generated by purchasedelectricity, heat,
steam, etc.
(The following is omitted)
Chapter V Reinforcement of Disclosure of
Enterprise Sustainable Development
Information
Chapter V Reinforcement of Disclosure of
Corporate social responsibilityInformation
Article 28.
The Company shall disclose information in
accordance with applicable legislations and
the Corporate Governance Best Practice
Principles and shall fully disclose information
related to sustainable development that is
relevant and reliable in order to increase the
level of information transparency.
The Company shall disclose the following
information about sustainable development:
1. The governance mechanism, strategy,
policy and management guidelines, system
of sustainable developmentand the
concrete plan that are approved by board
resolutions.
2.Risk and impact on theCompany‘s
Article 28.
The Company shall disclose information in
accordance with applicable legislations and
the Corporate Governance Best Practice
Principles and shall fully disclose information
related to corporate social responsibilitythat
is relevant and reliable in order to increase the
level of information transparency.
The Company shall disclose the following
information about corporate social
responsibility:
1. The governance mechanism, strategy,
policy and management guidelines, system
of corporate social responsibilityand the
concrete plan that are approved by board
resolutions.

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Amended Article Current Article Reason of Amendment
3.
4.
5.
6.
operational and financial status by the
implementation and promotion of corporate
governance, development of sustainable
environment and maintenance of social
public interest.
The promotiongoals, measures and
performance of the company formulated
for sustainable development.
The main stakeholders and their concerns.
Disclosure of management and
performance information on major
environmental and social issues by major
suppliers.
Other information related to sustainable
development.
2.
3.
4.
5.
6.
Risk and impact on the Company‘s
operational and financial status by the
implementation and promotion of corporate
governance, development of sustainable
environment and maintenance of social
public interest.
The fulfillment goals, measures and
performance of the company formulated
for corporate social responsibility.
The main stakeholders and their concerns.
Disclosure of management and
performance information on major
environmental and social issues by major
suppliers.
Other information related to corporate
social responsibility.
Article 29.
The Company shall apply the internationally
recognized standard and index to prepare a
sustainable development report to disclose the
status of promotion of sustainable
development, and it is advisable to attain the
3rd party’s assurance or guarantee to improve
the reliability of information, including:
1. The implementation of the policies,
systems or related management guidelines
and specific promotion plans of sustainable
development.
(The following is omitted.)

Article 29.
The Company shall apply the internationally
recognized standard and index to prepare a
corporate social responsibilityreport to
disclose the status of promotion of corporate
social responsibility,and it is advisable to
attain the 3rd party’s assurance or guarantee to
improve the reliability of information,
including:
1. The implementation of the policies,
systems or related management guidelines
and specific promotion plans of corporate
social responsibility.
(The following is omitted.)
Article 30.
The Company shall pay attention at all time to
the development of domestic and
international sustainable developmentpolicies
and the change of enterprise environment,
based on which the sustainable development
system established by the Company may be
reviewed and improved in order to improve
the results of performance of sustainable
development.
Article 30.
The Company shall pay attention at all time to
the development of domestic and
international corporate social responsibility
policies and the change of enterprise
environment, based on which the corporate
social responsibilitysystem established by the
Company may be reviewed and improved in
order to improve the results of performance of
corporate social responsibility.

The Comparison Table of Renaming and Amendment of Some Provisions of Corporate Social Responsibility Policy

Amended Article Amended Article Current Article Current Article Reason of Amendment
Revised policy name:
Development Policy
Sustainable Current policy name:
Responsibility Policy
Corporate Social In accordance with the
amendment of the
regulations of the competent
authority.

Article 1.
The Company is a professional distributor of
electronic components and computer
peripheral equipment. As a member of the
supply chain of important key parts in the
electronics manufacturing industry, the
Companyis dedicated to fulfillingits

Article 1.
The Company is a professional distributor of
electronic components and computer
peripheral equipment. As a member of the
supply chain of important key parts in the
electronics manufacturing industry, the
Companyis dedicated to fulfillingits

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Amended Article Current Article Reason of Amendment
sustainable development and providing
employees with suitable security, work safety
and environmental protection related policies
and training. The Company undertakes to
consolidate its resources to implement
sustainable development through internal and
external educational training, and establish a
risk management system for product quality,
environment, safety, health, ethics and
employee interest in accordance with
applicable laws and standards in order to
achieve the following sustainable
developmentpolicies. The Company also
undertakes to continuously perform all types
of improvement in the spirit of pursuing
outstandingsustainable operation.
corporate social responsibilityand providing
employees with suitable security, work safety
and environmental protection related policies
and training. The Company undertakes to
consolidate its resources to implement
corporate social responsibilitythrough
internal and external educational training, and
establish a risk management system for
product quality, environment, safety, health,
ethics and employee interest in accordance
with applicable laws and standards in order to
achieve the following corporate social
responsibilitypolicies. The Company also
undertakes to continuously perform all types
of improvement in the spirit of pursuing
outstandingsustainable operation.
Article 11.
Promotion and Participation
The Company shall actively participate in
government and community activities and,
through promotion, encourage the company’s
relevant partners to jointly promote and fulfill
sustainable development.
Article 11.
Promotion and Participation
The Company shall actively participate in
government and community activities and,
through promotion, encourage the company’s
relevant partners to jointly promote and fulfill
corporate social responsibility.

Article 12
This sustainable development policy shall be
implemented after the approval by the board
of directors, it will be submitted to the
shareholders meeting report. The same shall
be applicable in case of any amendment
hereof.

Article 12
This corporate social responsibilitypolicy
shall be implemented after the approval by
the board of directors, it will be submitted to
the shareholders meeting report. The same
shall be applicable in case of any amendment
hereof.
The Comparison Table of Amendment of Some Provisions of Corporate Governance Best Practice Principles The Comparison Table of Amendment of Some Provisions of Corporate Governance Best Practice Principles The Comparison Table of Amendment of Some Provisions of Corporate Governance Best Practice Principles
Amended Article Current Article Reason of Amendment
Article 10.
(The first to third paragraphs are
omitted)
The above-mentioned norms should
include stock trading control measures
from the date when the insiders of the
Company learn about the Company's
financial report or related business
performance, including (but not limited
to) directors not allowed to trade their
stocks during the lock-up period 30
days before the announcement of the
annual financial report and 15 days
before the announcement of the
quarterly financial report.
Article 10.
(The first to third paragraphs are
omitted)
The above-mentioned norms should
include stock trading control measures
from the date when the insiders of the
Company learn about the Company's
financial report or related business
performance.
In accordance with the amendment of
the regulations of the competent
authority.

Article 10-1.
It is advisable for the Company to
report the remuneration received by the
directors at the shareholders'meeting,
including the remuneration policy, the
content and amount of individual
New Article

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Amended Article Current Article Reason of Amendment
remuneration, and the relevance to the
results of the performance evaluation.
Article 20
(The first to second paragraphs are
omitted)
The composition of the Board of
Directors shall be determined by taking
diversity into consideration. It is
advisable that directors concurrently
serving as company officers not exceed
one-third of the total number of the
board members, and that an appropriate
policy on diversity based on the
Company's business operations,
operating dynamics, and development
needs be formulated and include,
without being limited to, the following
two general standards:
1.
Basic requirements and values:
Gender, age, nationality, culture,
etc., and the ratio of female
directors should reach one third of
the number of directors.
2.
Professional knowledge and skills:
A professional background (e.g.,
law, accounting, industry, finance,
marketing, and technology),
professional skills, and industry
experience.
(The fourth paragraph is omitted.)
Article 20
(The first to second paragraphs are
omitted)
The composition of the Board of
Directors shall be determined by taking
diversity into consideration. It is
advisable that directors concurrently
serving as company officers not exceed
one-third of the total number of the
board members, and that an appropriate
policy on diversity based on the
Company's business operations,
operating dynamics, and development
needs be formulated and include,
without being limited to, the following
two general standards:
1. Basic requirements and values:
Gender, age, nationality, culture, etc.
2. Professional knowledge and skills: A
professional background (e.g., law,
accounting, industry, finance,
marketing, and technology),
professional skills, and industry
experience.
(The fourth paragraph is omitted.)
Article 24
The Company shall appoint
independent directors in accordance
with its articles of incorporation not less
than two in number and not less than
one-thirdof the total number of
directors, and independent directors
should not serve more than three
consecutive terms.
(The followings are omitted.)
Article 24
The Company shall appoint independent
directors in accordance with its articles
of incorporation not less than two in
number and not less thanone-fifth of
the total number of directors.
(The followings are omitted.)
Article 49
The Company's website shall set up a
special area to expose the following
corporate governance-related
information, and continue to update:
1.
The board of directors: such as the
resumes of the members of the
board of directors and their powers
and responsibilities, the diversity
policy of the board of directors and
the implementation status.
2.
Functional committees: such as the
resumes of the members of each
Article 49
The Company shall disclose and update
from time to time the following
information regarding corporate
governance in the fiscal year in
accordance with laws and regulations
and TWSE or TPEx rules (disclosure of
supervisors'information is not required
if the company has an Audit
Committee):
1.
Corporate governance framework
and rules.
2.
Ownership structure and the rights
and interests of shareholders

1.
2.
1.
2.

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Amended Article Current Article Reason of Amendment
3.
4.
functional committee and their
powers and responsibilities.
Related regulations of corporate
governance: such as the Company's
Articles of Association, Rules and
Procedures of Board of Directors
Meeting, and Functional
Committee’s Charter and other
corporate governance related
regulations.
Important information related to
corporate governance: such as
setting up corporate governance
officer information.
(including specific and explicit
dividend policy).
3.
Structure, professionalism, and
independence of the Board of
Directors.
4.
Responsibility of the Board of
Directors and managerial officers.
5.
Composition, duties and
independence of the Audit
Committee.
6.
Composition, duties and operation
of the Remuneration Committee and
other functional committees.
7.
The remuneration paid to the
directors, president and vice
president in the last two fiscal years,
the analysis of the percentage of
total remuneration to the net profit
after tax in the parent company only
financial reports or individual
financial reports, the policy,
standard and package of
remuneration payment, the
procedure for determination of
remuneration and the connection
with the operation performance and
future risk. Under a specifically
special scenario, remuneration of
the directors shall be disclosed
respectively.
8.
The progress of training of
directors.
9.
The rights, relationships, avenues
for complaint, concerns, and
appropriate response mechanism
regarding stakeholders.
10. Details of the events subject to
information disclosure required by
law and regulations.
11. The enforcement of corporate
governance, differences between the
corporate governance principles
implemented by the Company and
these Principles, and the reason for
the differences.
12. Other information regarding
corporate governance.
The Company is advised, according to
the actual performance of the corporate
governance system, to disclose the plans
and measures to improve its corporate
governance system through appropriate
mechanisms.

(VIII) Report on the results of individual performance assessments of directors and executive officers,

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as well as the correlation and rationality between the contents and amounts of their individual remuneration and performance assessment results.

  • Explanation: The correlations between the Company's emoluments (salary and remuneration) policy of directors and executive officers and the operating performance are as follows:

  • (1) Remuneration to directors including directors' remuneration and business execution fees.

    • The Company pays the remuneration of directors, including the remuneration appropriated by the Company's articles of association and business execution fees (only the attendance fee for attending the meeting). The total appropriated amount of directors’ remuneration shall be set at a maximum of 2.5% of the net profit before tax stated in the articles of association of the Company. However, if the Company still has accumulated losses, it shall first be offset against any deficit.

    • The total remuneration of directors in 2021 of NT$47,878,000 has been approved by the Remuneration Committee and the Board of Directors on March 25, 2022. After the 2022 shareholders' meeting is reported, the Company will pay directors’ remuneration in accordance with the "Rules for Remuneration Management of Directors and Executive Managers" and "Rules for Board of Directors Performance Assessment".

    • For the performance assessments of the board of directors and board members, please refer to the Company's 2021 Annual Report.

  • (2) Emoluments paid to executive officers are divided into fixed salary and variable remuneration.

    • Fixed salary includes base pay, duty allowance and meal allowance, which are determined by the following factors such as education, experience, skills, degree of decision-making responsibility & risk, contribution to the Company, and the typical pay levels adopted by peer companies. The annual salary adjustment is carried out in accordance with the Company's operating conditions, the domestic economic growth rate, price index, the salary adjustment status of the industry, the personal performance appraisal and the Company's annual budget target.

    • Variable remuneration includes year-end bonus and employee remuneration.

      • a. The year-end bonus is the amount of accumulated reserves appropriates in the accounting entry in advance on a monthly basis based on the achievement rate of the budget profit target; prior to the distribution of the bonus to executive officers, the top management must first complete a comprehensive assessments, including personal performance appraisal, education, experience, skills, degree of decisionmaking responsibility & risk, contribution to the Company, the typical pay levels adopted by peer companies, etc., after which the Company distributes year-end bonuses to executive officers based on the approved allocation plan. However, the distribution plan of year-end bonus belongs to executive officers must be approved by the resolution of the Remuneration Committee and the Board of Directors.

      • b. Employees and executive officers’ remuneration is the total appropriated amount in accordance with the Company’s Articles of Association, which amount is first approved by the resolution of the Remuneration Committee and the Board of Directors and reported to the shareholders’ meeting; the procedures for the distribution of remuneration to executive officers are the same as described in the preceding subparagraph a.

    • Appropriation of employees and executive officers remuneration

      • a. In accordance with the Articles of Association of the Company, the earning in the Company’s annual final accounts if any shall first be offset against any deficit, then, 6% to 10% of net profit before tax (before deducting remuneration to employees , executive officers, and directors) will be distributed as employees and executive officers’remuneration. Employees and executive officers who are entitled to receive the above mentioned remuneration, in share or cash, include the employees of the subsidiaries of the Company who meet certain specific requirements.

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  • b. The total remuneration of employees (including executive officers) in 2021 of NT$191,512,000 has been approved by the Remuneration Committee and the Board of Directors on March 25, 2022, which will be paid in cash. After the 2022 shareholders' meeting is reported, the Company will pay the employees remuneration in accordance with the performance evaluation of employees (including executive officers), and then the executive officers’ distribution amount will be approved by the Remuneration Committee and the Board of Directors.

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IV.Acknowledged Matters

Agenda 1. Acknowledgement on the 2021 Business Report and the Financial Statements, including individual financial statements and consolidated financial statements. (Proposed by the Board of Directors)

Explanation:

  1. The independent auditors, Lo, Jui-Lan and Au, Yiu-Kwan of KPMG Taiwan, have completed the auditing and attesting procedures of the Company’s 2021 financial reports, including individual and consolidated statements, and submitted an audit report.

  2. The Board of Directors of the Company had resolved to approve the 2021 financial reports and business report on March 25, 2022 and submitted those reports to the Audit Committee for verification and a written review report was prepared as the (II) of Reporting Matters.

  3. Please refer to Appendix I for the Independent Auditors’ Report Balance Sheets, Statements of Comprehensive Income, Statements of changes in Equity, and Statements of Cash Flows.

  4. Acknowledgement is respectfully requested.

RESOLVED Approved after voting, voting results are as follows:

Number of votes
represented by
attendingshareholders
Approval Votes Disapproval Votes Invalid Votes Abstention
Votes/NoVotes
Number Percentage Number Number number
286,492,646 269,540,346
(including E-
Voting :
24,479,540)
94.08% 12,267
(Including E-
Voting : 12,267)
0 16,940,033
(Including E-
Voting :
16,737,033)

Agenda 2. Acknowledgement on the 2021 Earnings Distribution Plan. (Proposed by the Board of Directors) Explanation:

  1. The Company proposed the Earnings Distribution Plan for 2021 pursuant to Articles of Association of the Company, that plan as the below has been approved by the resolution of Audit Committee and Board of Directors of the Company through discussion on March 25, 2021.

  2. Acknowledgement is respectfully requested.

Weikeng Industrial Co., Ltd 2021 Earnings Distribution Plan

Weikeng Industrial Co., Ltd
2021 Earnings Distribution Plan
Weikeng Industrial Co., Ltd
2021 Earnings Distribution Plan
Weikeng Industrial Co., Ltd
2021 Earnings Distribution Plan
Expressed in NT$
Beginning Undistributed Retained Earnings 0
Plus: Disposals of equity instruments at fair value through other
comprehensive income
764,119
Minus:Remeasurements of Defined benefitplans (6,516,000)
Plus: Net Income after Tax in 2021 1,721,139,911
Subtotal 1,715,388,030
Less: 10% Legal Reserve (171,538,803)
Less: Special Reserve Adjustments (88,877,980)
Total Distributable Earnings for 2021 1,454,971,247
Distribution Items:
Cash Dividends onOrdinary Shares 1,270,232,000
Ending Undistributed Retained Earnings 184,739,247
Chairman:Hu, Chiu-ChiangPresident:Hu, Chiu-ChiangAccountingManager:Huang,Li-Hsiang

RESOLVED Approved after voting, voting results are as follows:

Number of votes
represented by
attendingshareholders
Approval Votes Disapproval Votes Invalid Votes Abstention Votes/No
Votes
Number Percentage Number Number number
286,492,646 269,982,979 94.23% 46,267 0 16,463,400

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(including E-
Voting :
24,922,173)
(Including E-
Voting : 46,267)
(Including E-
Voting : 16,260,400)

V. Discussion Matters

Agenda 1. Discussion on the Some Amendments to the Company’s Articles of Association. (Proposed by the Board of Directors)

Explanation:

  1. In order to comply with the amendments to the laws and the actual operational needs, some of the articles of the Company’s Articles of Association will be amended as below. Please refer to the comparison table of some amendments to the Company’s Articles of Association.

  2. Approval is respectfully requested.

Weikeng Industrial Co., Ltd.

The Comparison Table of Some Amendments to Articles of Association

Article Item Amended Article Current Article Reason of Amendment
Article 5 The Company’s registered capital is
NT$6,000,000,000,divided into
600,000,000shares, all as ordinary
shares at NT$10 per share. The board
of directors is authorized to issue the
shares in several times through
resolutions. Among the
aforementioned registered capital
amount, NT$200,000,000, divided
into 20,000,000 shares, is reserved for
issuance of employee stock options,
preferred shares with warrants
attached or corporate bonds with
warrants attached. These shares may
be issued pursuant to board
resolutions in several times.
The Company’s registered capital is
NT$5,500,000,000, divided into
550,000,000 shares, all as ordinary
shares at NT$10 per share. The board
of directors is authorized to issue the
shares in several times through
resolutions. Among the
aforementioned registered capital
amount, NT$200,000,000, divided
into 20,000,000 shares, is reserved for
issuance of employee stock options,
preferred shares with warrants
attached or corporate bonds with
warrants attached. These shares may
be issued pursuant to board
resolutions in several times.
To meet operational needs.
Article 5-1 With the approval of the shareholders
representing two-thirds of voting
rights attending a shareholders’
meeting attended by shareholders
representing the majority of all
outstanding shares, the Company
could transfer treasury shares to its
employees at a price lower than the
average buy-back price of treasury
shares, or issue employee stock
options at a subscription price lower
than the closing price of the ordinary
shares on the date of issuance of the
employee stock options.
In accordance with the Company Act,
With the approval of the shareholders
representing two-thirds of voting
rights attending a shareholders’
meeting attended by shareholders
representing the majority of all
outstanding shares, the Company
could transfer treasury shares to its
employees at a price lower than the
average buy-back price of treasury
shares, or issue employee stock
options at a subscription price lower
than the closing price of the ordinary
shares on the date of issuance of the
employee stock options.
To meet operational needs

the Company transfers the shares
bought back to employees, issues the

share subscription warrants to
employees, issues the restricted new
shares for employees, or reserves the

new issuance of shares for
subscription by employees.
Qualification requirements of

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Article Item Amended Article Current Article Reason of Amendment
employees include the employees of
parents or subsidiaries of the
Company meeting certain specific
requirements, and the conditions and

distribution methods authorize the
Board of Directors or its authorized
person to decide.
Article 8 The shareholders’ meetings of the
Company are divided into general
meetings and special meetings.
General meetings are held once a year
within 6 months from the end of each
accounting year. Special meetings are
convened in accordance with law as
required.
When the Company's shareholders'
meeting is held, it can be held by
video conference or other methods
announced by the Ministry of
Economic Affairs, R.O.C.
The shareholders’ meetings of the
Company are divided into general
meetings and special meetings.
General meetings are held once a year
within 6 months from the end of each
accounting year. Special meetings are
convened in accordance with law as
required.
In order to cooperate with
the competent authority's
policy of promoting video-
based shareholders'
meetings.
Article 12 The Company has 5 to 9 directors,
adopting the candidates nomination
system, who will be selected by the
shareholders’ meeting with the list of
candidates for a three-year term and
the same person may be re-elected
upon expiry of the term, however, the
candidates shall not violate Article 30
of the Company Act and Article 26-3
of the Securities and Exchange Act.
The above number of board of
directors shallinclude 3 independent
directorsat least.The regulations,
relevant norms and other compliance
matters in relation to independent
directors shall be in accordance with
the Company Act, Securities and
Exchange Act, and other applicable
regulations of the securities
competent authority.
Board of directors shall be elected in
accordance with Article 198 of the
Company Act. Independent
directors shall be elected at the same
time as the non-independent directors,
with the number of elected persons
calculated separately. The persons
receiving more voting ballots shall be
elected to be independent directors
and non-independent directors. After
election, the Company may, through
board resolution, purchase liability
insurance for directors of the
Companycoveringcompensation
The Company has 5 to 9 directors,
adopting the candidates nomination
system, who will be selected by the
shareholders’ meeting with the list of
candidates for a three-year term and
the same person may be re-elected
upon expiry of the term, however, the
candidates shall not violate Article 30
of the Company Act and Article 26-3
of the Securities and Exchange Act.
The above number of board of
directors shallinclude 3 independent
directors. The regulations, relevant
norms and other compliance matters
in relation to independent directors
shall be in accordance with the
Company Act, Securities and
Exchange Act, and other applicable
regulations of the securities
competent authority.
Board of directors shall be elected in
accordance with Article 198 of the
Company Act. Independent
directors shall be elected at the same
time as the non-independent directors,
with the number of elected persons
calculated separately. The persons
receiving more voting ballots shall be
elected to be independent directors
and non-independent directors. After
election, the Company may, through
board resolution, purchase liability
insurance for directors of the
Companycoveringcompensation
To meet operational needs

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Article Item Amended Article Current Article Reason of Amendment
liability that shall be borne in
accordance with law within the scope
of business operation during their
terms. The total number of registered
shares held by all directors shall not
be less than the certain percentage of
total outstanding shares stipulated by
the competent authority.
liability that shall be borne in
accordance with law within the scope
of business operation during their
terms. The total number of registered
shares held by all directors shall not
be less than the certain percentage of
total outstanding shares stipulated by
the competent authority.
Article 17 In accordance with the Article 14-4 of
the Securities and Exchange Act, the
Company forms Audit Committee
composed of all independent
directors. The exercise of powers and
related matters of the Audit
Committee and its members shall
follow in accordance with the
Securities and Exchange Act and
other applicable laws and regulations.
In addition to the Audit Committee,
the Board of Directors of the
Company may also set up various
other functional committees, and
which charts shall be formulated by
the Board of Directors in accordance
In accordance with the Article 14-4 of
the Securities and Exchange Act, the
Company forms Audit Committee
composed of all independent
directors. The exercise of powers and
related matters of the Audit
Committee and its members shall
follow in accordance with the
Securities and Exchange Act and
other applicable laws and regulations.
Cooperate with the
Company to set up a
functional committee.
with relevant laws and regulations.
Article 24 These Articles of Association were
established on 31 December 1976.
The first amendment was made on 13
December 1980.
The second amendment was made on
20 January 1981.
The third amendment was made on 11
June 1981.
The fourth amendment was made on
11 September 1981.
The fifth amendment was made on 11
February 1982.
The sixth amendment was made on
15 September 1982.
The seventh amendment was made on
21 January 1983.
The eighth amendment was made on
13 January 1984.
The ninth amendment was made on
26 December 1985.
The tenth amendment was made on
23 July 1986.
The eleventh amendment was made
on 16 April 1988.
The twelfth amendment was made on
5 October 1988.
The thirteenth amendment was made
on 24 November 1989.
The fourteenth amendment was made
These Articles of Association were
established on 31 December 1976.
The first amendment was made on 13
December 1980.
The second amendment was made on
20 January 1981.
The third amendment was made on 11
June 1981.
The fourth amendment was made on
11 September 1981.
The fifth amendment was made on 11
February 1982.
The sixth amendment was made on
15 September 1982.
The seventh amendment was made on
21 January 1983.
The eighth amendment was made on
13 January 1984.
The ninth amendment was made on
26 December 1985.
The tenth amendment was made on
23 July 1986.
The eleventh amendment was made
on 16 April 1988.
The twelfth amendment was made on
5 October 1988.
The thirteenth amendment was made
on 24 November 1989.
The fourteenth amendment was made
Amendment date added.

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Article Item Amended Article Current Article Reason of Amendment
on 20 July 1992.
The fifteenth amendment was made
on 12 June 1993.
The sixteenth amendment was made
on 8 July 1993.
The seventeenth amendment was
made on 14 April 1993.
The eighteenth amendment was made
on 26 September 1994.
The nineteenth amendment was made
on 15 June 1996.
The twentieth amendment was made
on 26 June 1997.
The twenty-first amendment was
made on 14 November 1997.
The twenty-second amendment was
made on 22 April 1998.
The twenty-third amendment was
made on 1 September 1998.
The twenty-fourth amendment was
made on 31 August 1999.
The twenty-fifth amendment was
made on 20 April 2000.
The twenty-sixth amendment was
made on 9 October 2000.
The twenty-seventh amendment was
made on 7 May 2001.
The twenty-eighth amendment was
made on 21 June 2002.
The twenty-ninth amendment was
made on 5 June 2003.
The thirtieth amendment was made
on 15 June 2004.
The thirty-first amendment was made
on 14 June 2005.
The thirty-second amendment was
made on 14 June 2006.
The thirty-third amendment was made
on 13 June 2008.
The thirty-fourth amendment was
made on 19 June 2009.
The thirty-fifth amendment was made
on 18 June 2010.
The thirty-sixth amendment was
made on 22 June 2012.
The thirty-seventh amendment was
made on 20 June 2013.
The thirty-eighth amendment was
made on 17 June 2015.
The thirty-ninth amendment was
made on 17 June 2016.
The fortieth amendment was made on
15 June 2017.
The forty-first amendment was made
on 20 July 1992.
The fifteenth amendment was made
on 12 June 1993.
The sixteenth amendment was made
on 8 July 1993.
The seventeenth amendment was
made on 14 April 1993.
The eighteenth amendment was made
on 26 September 1994.
The nineteenth amendment was made
on 15 June 1996.
The twentieth amendment was made
on 26 June 1997.
The twenty-first amendment was
made on 14 November 1997.
The twenty-second amendment was
made on 22 April 1998.
The twenty-third amendment was
made on 1 September 1998.
The twenty-fourth amendment was
made on 31 August 1999.
The twenty-fifth amendment was
made on 20 April 2000.
The twenty-sixth amendment was
made on 9 October 2000.
The twenty-seventh amendment was
made on 7 May 2001.
The twenty-eighth amendment was
made on 21 June 2002.
The twenty-ninth amendment was
made on 5 June 2003.
The thirtieth amendment was made
on 15 June 2004.
The thirty-first amendment was made
on 14 June 2005.
The thirty-second amendment was
made on 14 June 2006.
The thirty-third amendment was made
on 13 June 2008.
The thirty-fourth amendment was
made on 19 June 2009.
The thirty-fifth amendment was made
on 18 June 2010.
The thirty-sixth amendment was
made on 22 June 2012.
The thirty-seventh amendment was
made on 20 June 2013.
The thirty-eighth amendment was
made on 17 June 2015.
The thirty-ninth amendment was
made on 17 June 2016.
The fortieth amendment was made on
15 June 2017.
The forty-first amendment was made

21/53

Article Item
Amended Article
Current Article
Reason of Amendment
on 13 June 2018.
The forty-second amendment was
made on 20 June, 2019.
The forty-third amended was made
on 17 June, 2020.
The forty-fourth amended was made
on 20 July, 2021.
The forty-fifth amended was made
on 16 June, 2022.
on 13 June 2018.
The forty-second amendment was
made on 20 June, 2019.
The forty-third amended was made on
17 June, 2020.
The forty-fourth amended was made
on 20 July, 2021.
RESOLVEDApproved after voting, votingresults are as follows:
Article Item Amended Article Amended Article Amended Article Current Article Current Article Current Article Reason of Amendment Reason of Amendment
on 13 June 2018.
The forty-second amendment was
made on 20 June, 2019.
The forty-third amended was made
on 17 June, 2020.
The forty-fourth amended was made
on 20 July, 2021.
The forty-fifth amended was made
on 16 June, 2022.
on 13 June 2018.
The forty-second amendment was
made on 20 June, 2019.
The forty-third amended was made on
17 June, 2020.
The forty-fourth amended was made
on 20 July, 2021.
Number of votes
represented by
attendingshareholders
Approval Votes Disapproval Votes Invalid Votes Abstention
Votes/NoVotes
Number Percentage Number Number number
286,492,646 269,264,887
(including E-
Voting :
24,204,081)
93.98% 379,506
(Including E-
Voting : 379,506)
0 16,848,253
(Including E-
Voting :
16,645,253)

Agenda 2. Discussion on the Some Amendments to the Company’s “Procedures for Acquisition or Disposal of Assets”. (Proposed by the Board of Directors) Explanation:

  1. In accordance with the provisions of the “Procedures for Acquisition or Disposal of Assets” amended by the Financial Supervisory Commission R.O.C (Taiwan) (hereinafter referred to as “FSC”) and the order by the FSC Jing-Guang-Zheng-Fa-Tzu No. 111038465 dated January 28, 2022, it is proposed to amend the relevant provisions of the Company’s “Procedures for Acquisition or Disposal of Assets” .

  2. The amended articles as below were resolved by the Audit Committee and Board of Directors, which amended articles will be implemented after the resolution of the 2022 Annual General Meeting. Please refer to the comparison table of Some Amendments to Procedures for Acquisition or Disposal of Assets.

  3. Approval is respectfully requested.

Weikeng Industrial Co., Ltd.

The Comparison Table of Some Amendments to Procedures for Acquisition or Disposal of Assets

Amended Article Current Article Reason of Amendment
Article 3. Evaluation Procedure:
(1) (Description omitted)
(2) In acquiring or disposing of securities,
the Company shall, prior to the date of
occurrence of the event, obtain financial
statements of the issuing company for the
most recent period, certified or reviewed
by a certified public accountant, for
reference in appraising the transaction
price, and if the dollar amount of the
transaction is 20 percent of the
company's paid-in capital or NT$300
million or more, the Company shall
additionally engage a certified public
accountant prior to the date of occurrence
of the event to provide an opinion
regardingthe reasonableness of the
Article 3. Evaluation Procedure:
(1) (Description omitted)
(2) Unless there is the following event,in
acquiring or disposing of securities, the
Company shall, prior to the date of
occurrence of the event, obtain financial
statements of the issuing company for the
most recent period, certified or reviewed
by a certified public accountant, for
reference in appraising the transaction
price, and if the dollar amount of the
transaction is 20 percent of the
company's paid-in capital or NT$300
million or more, the Company shall
additionally engage a certified public
accountant prior to the date of occurrence
of the event toprovide an opinion
Coordinate with the
competent authority to
make amendments.

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Amended Article Current Article Reason of Amendment
transaction price.
(The following descriptions of this article
are deleted.)
(3) In acquiring or disposing of real property,
right-of-use assets thereof, and other fixed
assets where the transaction amount
reaches 20 percent of the Company's paid-
in capital or NT$300 million or more, the
Company shall obtain an appraisal report
prior to the date of occurrence of the event
from a objective and independent
professional appraiser and shall follow the
asset appraisal procedure provided under
this procedure.
When the Company acquires or disposes of
intangible assets, right-of-use assets
thereof, or memberships and the
transaction amount reaches 20 percent or
more of paid-in capital or NT$300 million
or more, unless it is a transaction with
domestic government agency, the
Company shall engage a certified public
accountant prior to the date of occurrence
of the event to render an opinion on the
reasonableness of the transaction price.
regarding the reasonableness of the
transaction price.If the CPA needs to use
the report of an expert as evidence, the
CPA shall do so in accordance with the
provisions of Statement of Auditing
Standards No. 20 published by the
Taiwan Accounting Research and
Development Foundation (hereinafter
referred to as ARDF).
(i)
Securities acquired in exchange for
capital injection in cash under
incorporation by promoters or
through placement.
(ii)
Participation in the subscription of
securities issued at face value by
issuing company under capital
increase in cash in accordance with
applicable laws.
(iii) Participation in the subscription of
securities issued by a 100%
subsidiary under capital increase in
cash.
(iv) Trading of securities traded on the
stock exchange, OTC market or
emerging market in a securities
stock exchange or the Taipei
Exchange.
(v)
Government bonds, bonds under
Repo or Reverse Repurchase (RS)
agreements.
(vi) Domestic and offshore funds.
(vii) Stocks of exchange (or OTC) listed
companies acquired or disposed of
in accordance with the Rules
Governing Purchase of Listed
Securities by Reverse Auction of
the stock exchange or the Taipei
Exchange.
(viii) Securities (other than securities
under private placement) acquired
through participation in share
subscription under capital increase
in cash by a public issuer.
(ix) Subscription to funds before the
launch in accordance with
Paragraph 1, Article 11 of the
Securities Investment Trust and
Consulting Act and the order by the
Financial Supervisory Commission
Jing-Guang-Zheng-Si-Zhi No.
0930005249 dated 1 November
2004.
(x)
Subscription to or repurchase of

23/53

Amended Article Current Article Reason of Amendment
domestic fund under private
placement, provided that the trust
agreement specifies that the
investment strategy covers the same
scope of investment for publicly-
placed funds, except securities
credit transactions and positions of
uncovered securities related
products held.
(3) In acquiring or disposing of real property,
right-of-use assets thereof, and other fixed
assets where the transaction amount
reaches 20 percent of the Company's paid-
in capitalin the financial statements of for
the most recent period, certified or
reviewed by a certified public accountant,
or NT$300 million or more, the Company
shall obtain an appraisal report prior to the
date of occurrence of the event from a
objective and independent professional
appraiser and shall follow the asset
appraisal procedure provided under this
procedure.
When the Company acquires or disposes of
intangible assets , right-of-use assets
thereof, or memberships and the
transaction amount reaches 20 percent or
more of paid-in capital or NT$300 million
or more, unless it is a transaction with
domestic government agency, the
Company shall engage a certified public
accountant prior to the date of occurrence
of the event to render an opinion on the
reasonableness of the transaction price; the
CPA shall comply with the provisions of
Statement of Auditing Standards No. 20
published by the ARDF.
Article 5. Procedure for Public
Announcement and Reporting:
(1) Under any of the following
circumstances, when the Company
acquires or disposes of assets, it shall
publicly announce and report the relevant
information on the FSC's designated
website within 2 days commencing
immediately from the date of occurrence
of the event.
i.~v.subparagraphs omitted.
vi. Where an asset transaction other than
any of those referred to in the
preceding five subparagraphs, or an
investment in the MainlandChina area
Article 5. Procedure for Public
Announcement and Reporting:
(1) Under any of the following
circumstances, when the Company
acquires or disposes of assets, it shall
publicly announce and report the relevant
information on the FSC's designated
website within 2 days commencing
immediately from the date of occurrence
of the event.
i.~v.subparagraphs omitted.
vi. Where an asset transaction other than
any of those referred to in the
preceding five subparagraphs or an
investment in the MainlandChina
Coordinate with the
competent authority to
make amendments.

24/53

Amended Article Current Article Reason of Amendment
reaches 20 percent or more of paid-in
capital or NT$300 million; provided,
this shall not apply to the following
circumstances:
(i)Trading of domestic government
bondsor foreign bonds with a credit
rating not lower than our country's
sovereign rating.
(ii)Trading of bonds under Repo or RS
agreements, subscription or
redemption of money market funds
issued by domestic securities
investment trust enterprises.
(The following descriptions are omitted.)
area reaches 20 percent or more of
paid-in capital or NT$300 million;
provided, this shall not apply to the
following circumstances:
(i) Trading of domestic government
bonds.
(ii)Trading of bonds under Repo or
RS agreements, subscription or
redemption of money market funds
issued by domestic securities
investment trust enterprises.
(The following descriptions are omitted.)
Article 6. Asset Appraisal Procedure:
In acquiring or disposing of real property or
equipment or right-of-use assets where the
transaction amount reaches 20 percent of
the company's paid-in capital or NT$300
million or more, the company, unless
transacting with a domestic government
agency, engaging others to build on its own
land, engaging others to build on rented
land, or acquiring or disposing of equipment
or right-of-use assets thereof for business
use, shall obtain an appraisal report prior to
the date of occurrence of the event from a
professional appraiser and shall further
comply with the following provisions.
However, where the Company acquires or
disposes of assets through court auction
procedures, the evidentiary documentation
issued by the court may be substituted for
the appraisal report or CPA opinion.
(1)~(2)Omitted
(3)Where any one of the following
circumstances applies with respect to the
professional appraiser's appraisal results,
unless all the appraisal results for the
assets to be acquired are higher than the
transaction amount, or all the appraisal
results for the assets to be disposed of are
lower than the transaction amount, a
certified public accountant shall be
engaged to perform the appraisal and
render a specific opinion regarding the
reason for the discrepancy and the
appropriateness of the transaction price:
i. The discrepancy between the appraisal
result and the transaction amount is 20
percent or more of the transaction
amount.
ii.The discrepancybetween the appraisal
Article 6. Asset Appraisal Procedure:
In acquiring or disposing of real property or
equipment or right-of-use assets where the
transaction amount reaches 20 percent of
the company's paid-in capitalin the
financial statements of for the most recent
period, certified or reviewed by a certified
public accountantor NT$300 million or
more, the company, unless transacting with
a domestic government agency, engaging
others to build on its own land, engaging
others to build on rented land, or acquiring
or disposing of equipment or right-of-use
assets thereof for business use, shall obtain
an appraisal report prior to the date of
occurrence of the event from a professional
appraiser and shall further comply with the
following provisions. However, where the
Company acquires or disposes of assets
through court auction procedures, the
evidentiary documentation issued by the
court may be substituted for the appraisal
report or CPA opinion.
(1)
~(2)Omitted
(3)Where any one of the following
circumstances applies with respect to the
professional appraiser's appraisal results,
unless all the appraisal results for the
assets to be acquired are higher than the
transaction amount, or all the appraisal
results for the assets to be disposed of are
lower than the transaction amount, a
certified public accountant shall be
engaged to perform the appraisalin
accordance with the provisions of
Statement of Auditing Standards No. 20
published by the ROC Accounting
Research and Development Foundation
(ARDF)and render a specific opinion
Coordinate with the
competent authority to
make amendments.

25/53

Amended Article Current Article Reason of Amendment
results of two or more professional
appraisers is 10 percent or more of the
transaction amount.
(The following clauses are omitted.)
regarding the reason for the discrepancy
and the appropriateness of the transaction
price:
i. The discrepancy between the appraisal
result and the transaction amount is 20
percent or more of the transaction
amount.
ii. The discrepancy between the appraisal
results of two or more professional
appraisers is 10 percent or more of the
transaction amount.
(The following clauses are omitted.)
Article 11.Resolution Procedure:
When the Company intends to acquire or
dispose of real property or right-of-use assets
thereof from or to a related party, or when it
intends to acquire or dispose of assets other
than real property or right-of-use assets
thereof from or to a related party and the
transaction amount reaches 20 percent or
more of paid-in capital, 10 percent or more
of the company's total assets, or NT$300
million or more, other than sale and purchase
of government bonds, bonds under Repo or
RS agreements, subscription or redemption
of money market funds issued by domestic
securities investment trust enterprise, the
Company may not proceed to enter into a
transaction contract or make a payment until
the following matters have been submitted by
the execution department to Audit
Committee for review and then to get
approved by the Board of Directors:
(1)
~(7)Omitted.
With respect to the types of transactions listed
below, when to be conducted between the
Company and its parent or subsidiaries, or
between its subsidiaries in which it directly or
indirectly holds 100 percent of the issued
shares or authorized capital, the Company's
Board of Directors may pursuant to
Subparagraph 5, Paragraph 1, Article 4
delegate the board chairman to decide such
matters when the transaction is within the
amount of NT$60 million (inclusive)and
have the decisions subsequently submitted to
and ratified by the next Board of Directors
meeting:
(1)Acquisition or disposal of equipment or
right-of-use assets thereof held for business
use.
(2) Acquisition or disposal of real property
right-of-use assets held for business use.
Article 11.Resolution Procedure:
When the Company intends to acquire or
dispose of real property or right-of-use assets
thereof from or to a related party, or when it
intends to acquire or dispose of assets other
than real property or right-of-use assets
thereof from or to a related party and the
transaction amount reaches 20 percent or
more of paid-in capital, 10 percent or more of
the company's total assets, or NT$300
million or more, other than sale and purchase
of government bonds, bonds under Repo or
RS agreements, subscription or redemption
of money market funds issued by domestic
securities investment trust enterprise, the
Company may not proceed to enter into a
transaction contract or make a payment until
the following matters have been submitted by
the execution department to Audit
Committee for review and then to get
approved by the Board of Directors:
(1) ~(7)Omitted.
The calculation of the transaction amounts
referred to in the preceding paragraph shall
be made in accordance with Paragraph 1,
Article 5 herein, and "within the preceding
year" as used herein refers to the year
preceding the date of occurrence of the
current transaction. Items that have been
reviewed by the Audit Committee and then
approved by the Board of Directors need not
be counted toward the transaction amount.
With respect to the types of transactions listed
below, when to be conducted between the
Company and its parent or subsidiaries, or
between its subsidiaries in which it directly or
indirectly holds 100 percent of the issued
shares or authorized capital, the Company's
Board of Directors may pursuant to
Subparagraph 5, Paragraph 1, Article 4
delegate the board chairman to decide such
Coordinate with the
competent authority to
make amendments.

26/53

Amended Article Current Article Reason of Amendment
Where Audit Committee reviews the matters
for which paragraph 1, and shall be subject to
mutatis mutandis application of Article 26.
If the Company or the Company's subsidiary
that is not a domestic public offering
company has the transactions mentioned in
Paragraph 1 of this article, which amount is
10 percent or more of the Company's total
assets, and the Company shall first propose a
proposal and obtain approval from the
shareholders'meeting before signing the
transaction contract and making payment.
However, the transactions between the
Company and its subsidiaries, or between
subsidiaries, are not subject to this limitation.
The calculation of the transaction amount
referred to in Paragraph 1 and the preceding
Paragraph shall be made in accordance with
Paragraph 1, Article 5 herein, and"within the
preceding year"as used herein refers to the
year preceding the date of occurrence of the
current transaction, and shall be calculated
retrospectively for one year. However,
transactions that have been submitted to the
shareholders'meeting, reviewed by the Audit
Committee and then approved by the Board
of Directors in accordance with the
procedures prescribed by the competent
authority are exempted from being counted.
matters when the transaction is withina
certainamount and have the decisions
subsequently submitted to and ratified by the
next Board of Directors meeting:
(1)Acquisition or disposal of equipment or
right-of-use assets thereof held for business
use.
(2) Acquisition or disposal of real property
right-of-use assets held for business use.
Where Audit Committee reviews the matters for
which paragraph 1, and shall be subject to mutatis
mutandis application of Article 26.
Article 25.Professional appraisers and their
officers, certified public accounts, attorneys,
and securities underwriters that provide the
Company with appraisal reports, certified
public accountant's opinions, attorney's
opinions, or underwriter's opinions shall
meet the following requirements:
(1)~(3)Omitted.
When issuing an appraisal report or opinion,
the personnel referred to in the preceding
paragraph shall comply with the self-
discipline regulations of their respective
industry associations andthe following:
(1) Prior to accepting a case, they shall
prudently assess their own professional
capabilities, practical experience, and
independence.
(2) When executinga case, they shall
appropriately plan and execute adequate
working procedures, in order to produce a
conclusion and use the conclusion as the
basis for issuing the report or opinion.
The related working procedures, data
collected,and conclusion shall be fully
Article 25.Professional appraisers and their
officers, certified public accounts, attorneys,
and securities underwriters that provide the
Company with appraisal reports, certified
public accountant's opinions, attorney's
opinions, or underwriter's opinions shall
meet the following requirements:
(1)
~(3)Omitted.
When issuing an appraisal report or opinion,
the personnel referred to in the preceding
paragraph shall comply with the following:
(1)Prior to accepting a case, they shall
prudently assess their own professional
capabilities, practical experience, and
independence.
(2)Whenexamininga case, they shall
appropriately plan and execute adequate
working procedures, in order to produce
a conclusion and use the conclusion as
the basis for issuing the report or opinion.
The related working procedures, data
collected, and conclusion shall be fully
and accurately specified in the case
working papers.
Coordinate with the
competent authority to
make amendments and
adjust the paragraphs.

27/53

Amended Article Current Article Reason of Amendment
(3)
(4)
and accurately specified in the case
working papers.
They shall undertake an item-by-item
evaluation of the appropriatenessand
reasonableness of the sources of data
used, the parameters, and the information,
as the basis for issuance of the appraisal
report or the opinion.
They shall issue a statement attesting to
the professional competence and
independence of the personnel who
prepared the report or opinion, and that
they have evaluated and found that the
information used is reasonable and
appropriate,and that they have complied
with applicable laws and regulations
(3)They shall undertake an item-by-item
evaluation of thecomprehensiveness,
accuracy, and reasonablenessof the
sources of data used, the parameters, and
the information, as the basis for issuance
of the appraisal report or the opinion.
(4)They shall issue a statement attesting to
the professional competence and
independence of the personnel who
prepared the report or opinion, and that
they have evaluated and found that the
information used isreasonable and
accurate, and that they have complied
with applicable laws and regulations.
Article 28.Provisions about “20% of paid-in
capital” and “10% of total asset” referred
to in this Procedure shall be calculated
based on paid-in capital and the total asset
amount in the latest individual financial
report audited and attested by CPAs in
accordance
with
the
Regulations
Governing the Preparation of Financial
Reports by Securities Issuers.
Article 28.Provisions about “20% of paid-in
capital” and “10% of total asset” referred
to in this Procedure shall be calculated
based on paid-in capital and the total asset
amount in the lateststatutory or individual
financial report prepared in accordance
with the Regulations Governing the
Preparation of Financial Reports by
Securities Issuers
Coordinate with the
competent authority to
make amendments.

RESOLVED Approved after voting, voting results are as follows:

RESOLVEDApproved after voting, votingresults are a after voting, votingresults are a s follows:
Number of votes
represented by
attendingshareholders
Approval Votes Disapproval Votes Invalid Votes Abstention
Votes/NoVotes
Number Percentage Number Number number
286,492,646 269,632,060
(including E-
Voting :
24,571,254)
94.11% 14,442
(Including E-
Voting : 14,442)
0 16,846,144
(Including E-
Voting :
16,643,144)

Agenda 3. Discussion on the Some Amendments to the Company’s Rules of Procedure for Shareholders' Meeting . (Proposed by the Board of Directors) Explanation:

  1. In response to the amendment of Article 172-2 of the Company Act, open public companies can hold shareholders' meetings by video conferencing, and amend the relevant articles of the Company's "Rules of Procedure for Shareholders' Meetings" in accordance with the order No. 1110004093 dated March 08, 2022.

  2. Please refer to the comparison table of Some Amendments to the Rules of Procedure for Shareholders' Meeting as below.

  3. Approval is respectfully requested.

Weikeng Industrial Co., Ltd.

Weikeng Industrial Co., Ltd. Weikeng Industrial Co., Ltd. Weikeng Industrial Co., Ltd.
The Comparison Table of Some Amendments to the Rules of Procedure for Shareholders'Meeting

Amended Article

Current Article

Reason of
Amendment
Article 3
The Company shall specify in its shareholders’ meeting
notice the time during which the registrations for
Article 3
The Company shall specify in its shareholders’
meetingnotices the time during which shareholder
This Article is
amended in
accordance

28/53

Amended Article Current Article Reason of
Amendment
attendance of shareholders, solicitors, appointed proxies
(hereinafter referred to as shareholders)will be accepted,
the place to register for attendance, and other matters for
attention. Any change in the way the shareholders'
meeting is held shall be resolved by the Board of
Directors and shall be made at the latest before mailing
the shareholders'meeting notice.
The above-mentioned time for the acceptance of
registrations for shareholders' attendance shall be at least
30 minutes prior to the start of the meeting; the
registration area shall be clearly marked, and adequate
and appropriate personnel shall be assigned to handle the
registrations; The acceptance of registrations for
shareholders'meetings by video conference should be 30
shareholders, solicitors, appointed proxies attendance registrations will be accepted, the place to
register for attendance, and other matters for
attention.
As stated in the preceding paragraph, the time during
which shareholder attendance registrations will be
accepted shall be at least 30 minutes prior to the time
the meeting commences. The place where attendance
registrations are accepted shall be clearly marked and
a sufficient number of suitable personnel assigned to
handle the registrations.
Shareholders (or their proxies) shall attend
shareholders’ meetings based on attendance cards,
sign-in cards, or other certificates of attendance.
Voting rights represented in the meeting shall be
calculated on such basis. Solicitors with proxy forms
shall also bring identification documents for
verification.
with the order
of the
competent
authority.

minutes before the start of the meeting on the video
conference platform of the shareholders'meeting. The
shareholders who complete the registrations shall be
deemed to attend the meeting in person.Shareholders
shall attend shareholders’ meetings based on attendance
cards, sign-in cards, or other certificates of attendance.
Voting rights represented in the meeting shall be
calculated on such basis. Solicitors with proxy forms
shall also bringidentification documents forverification.
Article 3-1
The Company shall specify the following in the
shareholders'meeting notice if the shareholders’meeting
This Article is
added in
accordance
with the order
of the
competent

is by video conference:
I. The way shareholders participate in the video
conference and exercise their rights.
II. The handling of obstacles to the video conference
platform or video participation due to natural disasters,
events or other force majeure circumstances shall include

at least the following:
(I) The time when the aforementioned obstacles continue

and cannot be removed, and the date when the meeting
must be postponed or reconvened.
(II) Shareholders who have not registered to participate
in the original meeting by video conference shall not
participate in the postponed or reconvened meeting.
(III) If a video-assisted shareholders'meeting cannot be
reconvened by video conference, the shareholders'
meeting shall continue if the total number of shares
present reaches the legal quota for the shareholders'
meeting after deducting the number of shares attending
the shareholders’meeting by video conference, and the
number of shares attending the shareholders’meeting by

video conference shall be counted in the total number of
shares present for the shareholders'meeting, and shall be

deemed abstain from all motions for that shareholders'
meeting.
(IV) In the event that the results of all motions have been

announced and no extraordinary motion has been made,

or other handling methods.
III. The Company shall convene a shareholders'meeting

29/53

Amended Article Current Article Reason of
Amendment
by video conference and shall state the appropriate
alternative measures for shareholders who have
difficulties in participating in the shareholders'meeting
by video conference.
Article 4
The chair shall call the meeting to order at the appointed
meeting time. However, when the attending shareholders
do not represent a majority of the total number of issued
shares, the chair may announce a postponement,
provided that no more than two such postponements, for
a combined total of no more than 1 hour, may be made.
If the quorum is not met after two postponements and the
attending shareholders still represent less than one-third
of the total number of issued shares, a tentative
resolution may be adopted pursuant to Article 175,
paragraph 1 of the Company Act. The shareholders shall
be notified of the tentative resolution and a further
shareholders'meeting will be held within one month. If
the shareholders'meeting is held by video conference,
the shareholders who wish to attend the meeting by
video conference shall re-register with the Company in
accordance with Article 16.
When, prior to the conclusion of the meeting, the
attending shareholders represent a majority of the total
number of issued shares, the chair may resubmit the
tentative resolution for a vote by the shareholders’
meeting pursuant to Article 174 of theCompanyAct.
Article 4
The chair shall call the meeting to order at the
appointed meeting time. However, when the attending
shareholders do not represent a majority of the total
number of issued shares, the chair may announce a
postponement, provided that no more than two such
postponements, for a combined total of no more than
1 hour, may be made. If the quorum is not met after
two postponements and the attending shareholders
still represent less than one-third of the total number
of issued shares, a tentative resolution may be
adopted pursuant to Article 175, paragraph 1 of the
Company Act.
When, prior to the conclusion of the meeting, the
attending shareholders represent a majority of the
total number of issued shares, the chair may resubmit
the tentative resolution for a vote by the shareholders’
meeting pursuant to Article 174 of the Company Act.
This Article is
amended in
accordance
with the order
of the
competent
authority.
Article 5
Attendance at shareholders’ meetings shall be calculated
based on numbers of shares. The number of shares
present shall be calculated based on the number of shares
Article 5
Attendance at shareholders’ meetings shall be
calculated based on numbers of shares.
This Article is
amended
in
accordance
with the order
of
the
competent
authority.

reported in the signature book or the submitted
attendance cards and registrations on the video
conference platform, plus the number of shares
exercising the voting rights by written or electronic
means.
Article 6
The venue for a shareholders’ meeting shall be the
premises of the Company, or a place easily accessible to
shareholders and suitable for a shareholders’ meeting.
The meeting may begin no earlier than 9 a.m. and no
later than 3 p.m. The Company shall not be restricted
from holding a video shareholders'meeting on the venue
Article 6
The venue for a shareholders’ meeting shall be the
premises of the Company, or a place easily accessible
to shareholders and suitable for a shareholders’
meeting. The meeting may begin no earlier than 9
a.m. and no later than 3 p.m.
This Article is
amended in
accordance
with the order
of the
competent
authority.

as described above.
The meeting chair and the recorder shall be present at the

same venue in the country when the Company convenes

a shareholders'meeting by video conference, and the
meeting chair shall announce the address of such venue
at the time the meeting is called to order.
Article 10
The Company shall make an audio or video recording of
the proceedings of the shareholders’ meeting and such
recordingshall be maintained for at least oneyear.If,
Article 10
The Company shall make an audio or video recording
of the proceedings of the shareholders’ meeting and
such recordingshall be maintained for at least one
This Article is
amended in
accordance
with the order

30/53

Amended Article Current Article Reason of
Amendment
however, a shareholder files a lawsuit pursuant to Article
189 of the Company Act, the recording shall be retained
until the conclusion of the litigation.
If a shareholders'meeting is held by video conference,
the Company shall keep records of the shareholders'
registration, sign-in, attendance, questions, voting, and
the Company's vote counting results, and shall make an
uninterrupted audio and video recording of the entire
video conference.
The Company shall keep the aforementioned information
year. If, however, a shareholder files a lawsuit
pursuant to Article 189 of the Company Act, the
recording shall be retained until the conclusion of the
litigation.
of the
competent
authority.

and audio and video recordings throughout the life of the

Company period and provide the audio and video
recordings to the person appointed to administer the
video conference for retention.
Article 15
Unless otherwise provided by law and Articles of
Association, the proposal shall be approved by the
majority of votes represented by attending shareholders.
At the time of voting, the meeting chair or the person
designated by the chair should first announce the total
number of voting rights of the attending shareholders for
Article 15
Unless otherwise provided by law and Articles of
Association, the proposal shall be approved by the
majority of votes represented by attending
shareholders. If no objection is voiced following an
inquiry by the chair during voting, the proposal will
be deemed approved with the same effect as a vote. If
there is any objection, the chair may ask the persons
voicing objections and waivers by showing their
hands or standing up to count the votes. If the legal
number or the number required in the articles of
association is not met, the proposal shall still be
passed and novotingis required.
This Article is
amended in
accordance
with the order
of the
competent
authority.

each proposal. The shareholders shall vote on each
proposal. On the same day after the meeting, the results
of shareholders’approvals, disapprovals and abstentions,

shall be entered into the Market Observation Post
System.
Article 16
When a juristic person is appointed to attend as a proxy,
it may designate only one person to represent it in the
meeting. When a shareholders'meeting is held by video
conference, shareholders who wish to attend by video
conference should register with the Company two days
prior to the shareholders'meeting.
If a shareholders'meeting is held by video conference,
the Company shall upload the meeting handbook, annual
Article 16
When a juristic person is appointed to attend as a
proxy, it may designate only one person to represent it
in the meeting.
When a juristic person shareholder appoints two or
more representatives to attend a shareholders’
meeting, only one of the representatives so appointed
may speak on the same proposal.
This Article is
amended in
accordance
with the order
of the
competent
authority.

report and other relevant information to the video
conference platform at least 30 minutes prior to the
meeting and continue to disclose them until the end of
the meeting.
When a juristic person shareholder appoints two or more
representatives to attend a shareholders’ meeting, only
one of the representatives so appointed may speak on the
sameproposal.
Article 17
After an attending shareholder has spoken, the chair may
respond in person or direct relevant personnel to
respond. If the shareholders'meeting is convened by
video conference, shareholders participating by video
conference may ask questions by text on the video
conference platform after the meeting chair calls the
meeting to order and before the meeting is adjourned.
The number of questions shall not exceed two for each
Article 17
After an attending shareholder has spoken, the chair
may respond in person or direct relevant personnel to
respond.
This Article is
amended in
accordance
with the order
of the
competent
authority.

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Amended Article Current Article Reason of
Amendment
motion, and each time shall be limited to 200 words, and

the provisions of Article 11 to Article 3 shall not apply.
If the preceding question does not violate the regulations

or is within the scope of the motion, it is appropriate to
disclose the question on the video conference platform of

the shareholders'meeting for public information.
Article 18
Vote monitoring and counting personnel for the voting
on a proposal shall be appointed by the chair, provided
that all monitoring personnel shall be shareholders of the
Company. Vote counting for shareholders’meeting
proposals or elections shall be conducted in public at the
Article 18
Vote monitoring and counting personnel for the
voting on a proposal shall be appointed by the chair,
provided that all monitoring personnel shall be
shareholders of the Company. The results of the
voting, including the statistical tallies of the numbers
of votes, shall be announced on-site at the meeting,
and a record made of the vote.
This Article is
amended in
accordance
with the order
of the
competent
authority.

place of the shareholders meeting.
Immediately after
vote counting has been completed, the results of the
voting, including the statistical tallies of the numbers of
votes, shall be announced on-site at the meeting and
made into record.
After the meeting chair calls the Company’s
shareholders’meeting by video conference to order, the
shareholders participating by video conference shall vote

on the motions and the elections through the video
conference platform, and the voting shall be completed
before the meeting chair announces the end of the voting.

Any delay shall be deemed as an abstention.
If a shareholders'meeting is convened by video
conference, a one-time vote count shall be conducted
after the meeting chair announces the close of voting and

the voting and election results shall be announced
When the Company convenes a video-assisted
shareholders'meeting, shareholders who have registered

to attend the shareholders'meeting by video conference
in accordance with Article 16 and wish to attend the
physical shareholders'meeting in person shall deregister

in the same manner as they have registered two days
prior to the shareholders'meeting; if they deregister after

that time, they can attend the shareholders'meeting by
video conference only.
A shareholder who exercises his or her voting rights in
writing or by electronic means and does not revoke his or

her declaration of intent to attend the shareholders'
meeting by video means may not exercise his or her
voting rights on the original motion or propose
amendments to the original motion or exercise his or her

voting rights on amendments to the original motion,
except for an extraordinary motion.
Article 22
Any matter not stipulated in this procedure shall be in
accordance with the Company Act, the articles of
association of the Company and applicable laws.
If a shareholders'meeting is convened by video
conference, the meeting chair shall make the
announcement separately when calling the meeting to
order. Except in the case of the meeting that does not
Article 22
Any matter not stipulated in this procedure shall be in
accordance with the Company Act, the articles of
association of the Company and applicable laws.
This Article is
amended in
accordance
with the order
of the
competent
authority.

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Reason of Amended Article Current Article Amendment need to be postponed or reconvened as stipulated in Article 44-20 paragraph 4 of the Regulations Governing the Administration of Shareholder Services of Public Companies, before the meeting chair announces the adjournment of the meeting, if, due to natural disasters, events or other force majeure circumstances, the video conference platform or participation by video communication is obstructed and lasts for more than 30 minutes, the meeting shall be postponed or reconvened within five days, and the provisions of Article 182 of the Company Act shall not apply. In the event of an adjournment or reconvening of a meeting under the preceding Paragraph, shareholders who have not registered to participate in the original meeting by video means shall not participate in the postponed or reconvened meeting. For the postponed or reconvened meeting in accordance with the second paragraph, if a shareholder who has registered to attend the original shareholders' meeting by video means and has completed the registration for the meeting, but does not participate in the adjourned or reconvened meeting, the number of shares, voting rights and election rights exercised at the original shareholders' meeting shall be counted in the total number of shares, voting rights and election rights of the shareholders attending the adjourned or reconvened meeting. If the shareholders' meeting is adjourned or reconvened in accordance with the second paragraph, there is no need to discuss and resolve again if the voting and counting of votes have been completed and the voting results or the list of directors and supervisors elected have been announced.

If the Company holds a video-assisted shareholders' meeting and the video conference cannot be reconvened in accordance with Paragraph 2, the shareholders' meeting shall continue if the total number of shares present, after deducting the number of shares attending the shareholders' meeting by video means, still reaches the legal quota for the shareholders' meeting, without the need to adjourn or reconvene the meeting in accordance with Paragraph 2.

In the event that the meeting should be continued under the preceding Paragraph, the number of shares attending the shareholders’ meeting by video means shall be counted in the total number of shares attended, but shall be deemed to have abstained for the purpose of all motions at that meeting.

If the Company adjourns or reconvenes the meeting in accordance with Paragraph 2, the Company shall comply - with the provisions set forth in Article 44 20, Paragraph 7 of the Regulations Governing the Administration of Shareholder Services of Public Companies, and shall complete the relevant preliminary work in accordance with the date of the original shareholders' meeting and

33/53

Reason of Amended Article Current Article Amendment the provisions of each Article. In accordance with the latter part of Article 12 and the third Paragraph of Article 13 of the Regulations Governing the Use of Proxies for Attendance at Shareholder Meetings of Public Companies and the - period set forth in Paragraph 2 of Article 44 5, Article 45-15 and Paragraph 1 of Article 44-17 of the Regulations Governing the Administration of Shareholder Services of Public Companies, the Company shall follow the date of the shareholders' meeting for the postponement or reconvening of the meeting as stipulated in Paragraph 2. When convening a shareholders' meeting by video means, the Company shall provide the appropriate alternative measures for shareholders who have difficulties participating in the meetings by video means.

RESOLVED Approved after voting, voting results are as follows:

RESOLVEDApprove d after voting, votingresults are d after voting, votingresults are as follows:
Number of votes
represented by
attendingshareholders
Approval Votes Disapproval Votes Invalid Votes Abstention Votes/No
Votes
Number Percentage Number Number number
286,492,646 269,629,964
(including E-
Voting :
24,569,158)
94.11% 15,433
(Including E-
Voting : 15,433)
0 16,847,249
(Including E-Voting :
16,644,249)

VI. Ad Hoc Motions

None

VII.Meeting Adjourned

The total number of ordinary shares in attendance by shareholders (including in person and by proxy) are 286,492,646 shares (including the number of shares attended through electronic means which are 41,228,840 shares), accounted for 68.00% of the total 421,294,256 ordinary shares issued by the Company before meeting adjourned, and meeting adjourned at 9:26 a.m. All items in today’s meeting agenda have been discussed and the Chairman announces that the meeting is adjourned.

(The minutes of this Annual General Meeting of shareholders only state the gist of the meeting and the results of the resolutions; the content and procedures of the meeting, as well as the speeches of shareholders, are still subject to the audio and video records of the meeting.)

34/53

Stock Code:3033

Appendix I

WEIKENG INDUSTRIAL CO., LTD.

Parent Company Only Financial Statements

With Independent AuditorsReport For the Years Ended December 31, 2021 and 2020

Address: 11F., No.308, Sec.1, Neihu Rd., Neihu Dist., Taipei City Telephone: (02)2659-0202

The independent auditors ’ report and the accompanying Parent Company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ report and Parent Company only financial statements, the Chinese version shall prevail.

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Independent AuditorsReport

To the Board of Directors of Weikeng Industrial Co., Ltd.:

Opinion

We have audited the financial statements of Weikeng Industrial Co., Ltd. ( “ the Company ” ), which comprise the balance sheets as of December 31, 2021 and 2020, the statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits in accordance with the Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditors ’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Certified Public Accountants Code of Professional Ethics in Republic of China ( “ the Code ” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the auditors ’ report as follows:

  1. Recognition of Operating Revenue

Please refer to note (4)(m) “ Revenue recognition ” for accounting policies with respect to recognizing revenue, and to note (6)(s) “ Revenue from contracts with customers ” for explanatory notes about revenue.

Description of key audit matters:

Weikeng Industrial Co., Ltd. is a listed company. The Company is a distributor for the sale of electronic components and computer peripheral equipment. Operating revenue is one of the significant items in the financial statements, and the amounts and changes of operating revenue may affect the users ’ understanding of the entire financial statements. Therefore, the testing over revenue recognition is considered a key matter in our audit.

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How the matter was addressed in our audit:

Our main audit procedures for the aforementioned key audit matters include testing the Company ’ s controls surrounding revenue recognition in the order-to-cash transaction cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Company ’ s timing on revenue recognition and the amounts recognized are in accordance with related standards.

  1. Valuation of Inventories

Please refer to note (4)(g) “ Inventories ” for accounting policies with respect to valuating inventories, to note (5) "Valuation of inventories" for accounting estimates and uncertainties of affairs for inventory valuation; and to note (6)(f) “ Inventories ” for explanatory notes about inventories and related expenses.

Description of key audit matters:

The Company is a distributor for the sale of electronic components and computer peripheral equipment. Due to the horizontal competition in the industry and constant advancement of related technologies, the price of end electronic products are volatile, and thus, affects the price of electronic components and computer peripheral equipment. Therefore, the testing over the valuation of inventories is considered a key matter in our audit.

How the matter was addressed in our audit:

Our main audit procedures for the aforementioned key audit matters include testing the related control over the cost operating cycle; evaluating whether the policies for setting aside allowance for inventory valuation and obsolescence losses are in accordance with the Company ’ s policies and related standards; and executing the implementation of sampling procedures to check the correctness of stock age. In addition, we also examined the inventory aging reports, understood the subsequent sales status of slow-moving inventories; and evaluated the adopted basis of net realizable value to verify the rationality of the management ’ s estimates on the allowance for inventory valuation.

  1. The share of profit (loss) of subsidiaries and investments accounted for using equity method

Please refer to note (4)(h) ” Investments of subsidiaries ” for the accounting policies; note (6)(g) ” Investments accounted for using equity method ” for explanatory notes about the investments under equity method.

Description of key audit matters:

The subsidiaries, which are recognized under equity method, are distributors for the sale of electronic components and computer peripheral equipment with holding material assets, such as accounts receivable and inventories. Therefore, the share of profit of subsidiaries and investments accounted for using equity method which is one of the material items in the financial statements is considered a key matter in our audit.

How the matter was addressed in our audit:

Our main audit procedures for the aforementioned key audit matters include understanding the related control over investments accounted for using equity method; testing the changes of the investment under equity method within the year, including the recognition of investments gains (losses) and the share of comprehensive income; as well as assessing whether the Company ’ s recognition of investments are in accordance with the related standards.

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Responsibilities of Management and Those Charged with Governance for the Financial Statements

The management is responsible for the preparation and fair presentation of the financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company ’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including Audit Committee) are responsible for overseeing the Company ’ s financial reporting process.

Auditors Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors ’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company ’ s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management ’ s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company ’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor ’ s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor ’ s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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  1. Obtain sufficient and appropriate audit evidence regarding the financial information of the investments in other entities accounted for using the equity method to express an opinion on this financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor ’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors ’ report are Jui-Lan Lo and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 25, 2022

Notes to Readers

The accompanying Parent Company only financial statements are intended only to present the financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such Parent Company only financial statements are those generally accepted and applied in the Republic of China.

The independent auditors ’ audit report and the accompanying Parent Company only financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ audit report and Parent Company only financial statements, the Chinese version shall prevail.

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(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.

Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note (6)(a))
1110
Financial assets at fair value through profit or loss-current(note (6)(b))
1170
Notes and accounts receivable, net (note (6)(d) and note (7))
1200
Other receivables (note (6)(e) and note (7))
1300
Inventories, net (note (6)(f))
1470
Prepaid expenses and other current assets
Non-current assets:
1510
Non-current financial assets at fair value through profit or loss (note (6)(b))
1517
Non-current financial assets at fair value through other comprehensive
income (note (6)(c))
1550
Investments accounted for using equity method, net (note (6)(g))
1600
Property, plant and equipment (note (6)(h))
1755
Right-of-use assets (note (6)(i))
1780
Intangible assets
1840
Deferred tax assets (note (6)(p))
1900
Other non-current assets
Total assets
December 31, 2021
Amount
%
$ 1,553,378
9
607
-
6,585,185
37
434,566
2
3,034,102
17
107,722
1
December 31, 2020
Amount
%
1,479,458
10
624
-
4,813,408
32
958,178
6
2,939,187
20
166,302
1
10,357,157
69
-
-
44,822
-
4,106,990
28
96,552
1
88,652
1
13,899
-
201,743
1
22,719
-
4,575,377
31
14,932,534
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note (6)(j))
2130
Contract liabilities-current (note (6)(s))
2170
Notes and accounts payable
2200
Other payables (note (6)(k) and note (7))
2230
Current tax liabilities
2280
Current lease liabilities (note (6)(m))
2300
Other current liabilities
Non-current liabilities:
2500
Non-current financial liabilities at fair value through profit or loss
(notes (6)(b) and (6)(l))
2530
Convertible bonds payable (note (6)(l))
2570
Deferred tax liabilities (note (6)(p))
2580
Non-current lease liabilities (note (6)(m))
2640
Non-current net defined benefit liabilities (note (6)(o))
2670
Other non-current liabilities
Total liabilities
Equity (Note (6)(q)):
3100
Ordinary share
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest:
3410
Exchange differences on translation of foreign financial statements
3420
Unrealized gains (losses) on financial assets measured at fair value
through other comprehensive income
Total equity
Total liaboˊilities and equity
December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Amount % Amount
$ 4,911,346
27
34,902
-
2,900,255
16
505,138
3
101,863
1
58,825
-
295,095
2
11,715,560
66
375
-
40,065
-
5,624,937
31
94,045
1
95,094
1
9,012
-
210,282
1
22,826
-
8,807,424
49
7,350,919
49
-
-
126,336
1
696,744
4
36,795
-
122,222
1
187
-
9,600
-
929,322
6
407,666
3
39,788
-
120,974
1
187
-
982,284
6
1,507,537
10
6,096,636
34
9,789,708
55
8,858,456
59
$
17,812,196
100
4,159,342
23
3,677,513
25
1,275,927
7
941,349
6
960,709
5
365,705
2
1,715,388
10
890,626
6
229,459
2
700,837
5
3,041,802
17
1,820,922
13
(373,405)
(2)
(81,178)
-
(454,583)
(2)
(282,193)
(2)
(83,513)
(1)
(365,706)
(3)
8,022,488
45
6,074,078
41
$ 17,812,196
100
14,932,534
100

See accompanying notes to financial statements.

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(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.

Statements of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

4100
Net sales revenue (notes (6)(s) and note (7))
5000
Cost of sales (note (6)(f) and note (7))
Gross profit
Operating expenses (notes (6)(n), (6)(o), note (7) and (12)):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit (gains) losses (note (6)(d))
Net operating income
Non-operating income and expenses:
7100
Interest income
7010
Other income (notes (6)(n) and note (7))
7230
Foreign currency exchange gains (losses), net (note (6)(u))
7235
Gains on financial assets (liabilities) at fair value through profit or loss
7375
Share of profit of associates accounted for using equity method (note (6)(g))
7050
Financial costs (note ((6)(m) and note (7))
7590
Miscellaneous disbursements
0
7900
Profit before tax
7950
Less: Income tax expenses (note (6)(p))
Profit
Other comprehensive income:
8310
Items that will not be reclassified to profit or loss
8311
(Losses) gains on remeasurements of defined benefit plans (note (6)(o))
8316
Unrealized gains from investments in equity instruments measured at fair value through other
comprehensive income
8349
Less: Income tax related to components of other comprehensive income that will not be
reclassified to profit or loss (note (6)(p))
8360
Items that may be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8399
Less:Income tax related to components of other comprehensive income that may be reclassified to
profit or loss (note (6)(p))
Components of other comprehensive income that will be reclassified to profit or loss
8300
Other comprehensive income
8500
Comprehensive income
Earnings per share: (note (6)(r))
9750
Basic earnings per share
9850
Diluted earnings per share
2021 2021 %
100
95
2020 2020 %
100
96
Amount
29,964,915
28,361,656
Amount
27,706,010
26,467,370
$
1,603,259 5 1,238,640 4
822,502
343,001
(7,284)
3
1
-
656,547
271,854
25,090
2
1
-
1,158,219 4 953,491 3
445,040 1 285,149 1
525
375,504
58,442
7,921
1,354,664
(86,956)
(633)
-
1
-
-
5
-
-
1,796
284,683
112,975
3,203
322,024
(126,777)
(571)
-
1
-
-
1
-
-
1,709,467 6 597,333 2
2,154,507
433,367
7
1
882,482
183,173
3
1
1,721,140 6 699,309 2
(8,145)
3,099
(1,629)
-
-
-
-
1,910
1,639
382
-
-
-
-
(3,417) 3,167
(114,017)
(22,805)
(1)
-
(1)
(172,356)
(34,471)
-
-
-
(91,212) (137,885)
(94,629) (1) (134,718) -
$ 1,626,511 5 564,591 2
$ 4.54 1.90
$ 4.02 1.84

See accompanying notes to financial statements.

41/53

(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.

Statements of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Balance at January 1, 2020
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends
Net income
Other comprehensive income
Total comprehensive income
Conversion of convertible bonds
Balance at December 31, 2020
Appropriation and distribution of retained earnings:
Legal reserve appropriated
Special reserve appropriated
Cash dividends
Net income
Other comprehensive income
Total comprehensive income
Conversion of convertible bonds
Disposal of investments in equity instruments designated at fair value through other
comprehensive income
Balance at December 31, 2021
Ordinary
shares
Capital
surplus
Retained earnings
$ 3,677,513
884,335
864,760
138,615
329,162
(144,308)
(85,152)
5,664,925
-
-
25,866
-
(25,866)
-
-
-
-
-
-
90,844
(90,844)
-
-
-
-
-
-
-
(212,452)
-
-
(212,452)
-
-
25,866
90,844
(329,162)
-
-
(212,452)
-
-
-
-
699,309
-
-
699,309
-
-
-
-
1,528
(137,885)
1,639
(134,718)
-
-
-
-
700,837
(137,885)
1,639
564,591
-
57,014
-
-
-
-
-
57,014
3,677,513
941,349
890,626
229,459
700,837
(282,193)
(83,513)
6,074,078
-
-
70,083
-
(70,083)
-
-
-
-
-
-
136,246
(136,246)
-
-
-
-
-
-
-
(494,508)
-
-
(494,508)
-
-
70,083
136,246
(700,837)
-
-
(494,508)
-
-
-
-
1,721,140
-
-
1,721,140
-
-
-
-
(6,516)
(91,212)
3,099
(94,629)
-
-
-
-
1,714,624
(91,212)
3,099
1,626,511
481,829
334,578
-
-
-
-
-
816,407
-
-
-
-
764
-
(764)
-
$
4,159,342
1,275,927
960,709
365,705
1,715,388
(373,405)
(81,178)
8,022,488

See accompanying notes to financial statements.

42/53

(English Translation of Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD.

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit (gains) losses
Net gains on financial assets or liabilities at fair value through profit or loss
Interest expense
Interest income
Share of profit of subsidiaries,associates and joint ventures accounted for using equity method
Changes in operating assets and liabilities:
Decrease (increase) in financial assets at fair value through profit or loss
Decrease (increase) in notes and accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepaid expenses and other current assets
Increase (decrease) in accounts payable
Increase (decrease) in other payable
Increase (decrease) in contract liabilities and other current liabilities
Increase (decrease) in net defined benefit liability-non-current
Total changes in operating assets and liabilities
Total adjustments
Cash flow from operations
Interest received
Interest paid
Income taxes paid
Net cash flows from operating activities
Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive income
Acquisition of investment accounted for using equity method
Acquisition of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other prepayments
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term loans
Proceeds from issuing bonds
Decrease in guarantee deposits received
Payment of lease liabilities
Cash dividends paid
Net cash flows (used in) from financing activities
Net Increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
2021
$ 2,154,507
2020
882,482
64,432
8,573
(7,284)
(7,921)
86,956
(525)
(1,354,664)
58,474
5,291
25,090
(3,203)
126,777
(1,796)
(322,024)
(1,210,433) (111,391)
11
(1,764,493)
523,612
(94,915)
58,580
(2,339)
(1,084,054)
341,624
648,806
3,875
(1,277,205) (92,088)
1,461,689
(443,201)
77,489
(6,897)
(486,402)
(220,087)
44,760
(6,123)
1,089,080 (667,852)
(188,125) (759,940)
(1,398,558) (871,331)
755,949
525
(76,855)
(40,391)
639,228
7,451
405
(277,300)
(2,357)
170
(3,686)
(277)
11,151
1,796
(131,257)
(108,177)
(226,487)
-
1,979
(270,720)
(1,492)
(1,062)
(14,483)
-
(275,594) (285,778)
264,240
-
-
(59,446)
(494,508)
(98,563)
1,000,000
(30)
(52,871)
(212,452)
(289,714) 636,084
73,920
1,479,458
123,819
1,355,639
$
1,553,378
1,479,458

See accompanying notes to financial statements.

43/53

Stock Code:3033

WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Financial Statements

With Independent AuditorsReport For the Years Ended December 31, 2021 and 2020

Address: 11F., No.308, Sec.1, Neihu Rd., Neihu Dist., Taipei City Telephone: (02)2659-0202

The independent auditors ’ report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ report and consolidated financial statements, the Chinese version shall prevail.

44/53

Representation Letter

The entities that are required to be included in the combined financial statements of WEIKENG INDUSTRIAL CO., LTD. as of and for the year ended December 31, 2021 under the Criteria Governing the Preparation of Affiliation Reports, Consolidated Business Reports, and Consolidated Financial Statements of Affiliated Enterprises are the same as those included in the consolidated financial statements prepared in conformity with International Financial Reporting Standards No. 10 by the Financial Supervisory Commission, "Consolidated Financial Statements." In addition, the information required to be disclosed in the combined financial statements is included in the consolidated financial statements. Consequently, WEIKENG INDUSTRIAL CO., LTD. and Subsidiaries do not prepare a separate set of combined financial statements.

Company name: WEIKENG INDUSTRIAL CO., LTD. Chairman: Chiu-Chiang, Hu Date: March 25, 2022

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Independent AuditorsReport

To the Board of Directors of Weikeng Industrial Co., Ltd.:

Opinion

We have audited the consolidated financial statements of Weikeng Industrial Co., Ltd. and its subsidiaries ( “ the Group ” ), which comprise the consolidated balance sheets as of December 31, 2021 and 2020, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Group as of December 31, 2021 and 2020, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards ( “ IFRSs ” ), International Accounting Standards ( “ IASs ” ), Interpretations developed by the International Financial Reporting Interpretations Committee ( “ IFRIC ” ) or the former Standing Interpretations Committee ( “ SIC ” ) endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China.

Basis for Opinion

We conducted our audits in accordance with the “ Regulations Governing Auditing and Attestation of Financial Statements by Certified Public Accountants ” and the auditing standards generally accepted in the Republic of China. Our responsibilities under those standards are further described in the Auditor ’ s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Norm of Professional Ethics for Certified Public Account of the Republic of China ( “ the Code ” ), and we have fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis of our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. The key audit matters we judged shall be presented in the auditors ’ report as follows:

1. Recognition of Operating Revenue

Please refer to note (4)(m) “ Revenue recognition ” for accounting policies with respect to recognizing revenue, and to note (6)(r) “ Revenue from contracts with customers ” for explanatory notes about revenue.

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Description of key audit matters:

Weikeng Industrial Co., Ltd. is a listed company. The Group is a distributor for the sale of electronic components and computer peripheral equipment. Operating revenue is one of the significant items in the consolidated financial statements, and the amounts and changes of operating revenue may affect the users ’ understanding of the entire financial statements. Therefore, the testing over revenue recognition is considered a key matter in our audit.

How the matter was addressed in our audit:

Our main audit procedures for the aforementioned key audit matters include testing the Group's controls surrounding revenue recognition in the order-to-cash transaction cycle, including reconciliations between the general ledger and sales system; performing the detailed test of relevant vouchers, as well as assessing whether the Group ’ s timing on revenue recognition and the amounts recognized are in accordance with the related standards.

2. Valuation of Inventories

Please refer to note (4)(h) “ Inventories ” for accounting policies with respect to valuating inventories; note (5) "Valuation of inventories" for accounting estimates and uncertainties of affairs for inventory valuation, and to note (6)(f) “ Inventories ” for explanatory notes about inventories and related expenses.

Description of key audit matters:

The Group is a distributor for the sale of electronic components and computer peripheral equipment. Due to the horizontal competition in the industry and constant advancement of related technologies, the price of end electronic products are volatile, and thus, affects the price of electronic components and computer peripheral equipment. Therefore, the testing over the valuation of inventories is considered a key matter in our audit.

How the matter was addressed in our audit:

Our main audit procedures for the aforementioned key audit matters include testing the related control over the cost operating cycle; evaluating whether the policies for setting aside allowance for inventory valuation and obsolescence losses are in accordance with the Group ’ s policies and related standard; taking into consideration the possible impact of COVID-19s; and executing the implementation of sampling procedures to check the correctness of stock age. In addition, we also examined the inventory aging reports; understood the subsequent sales status of slow-moving inventories; and evaluated the adopted basis of net realizable value to verify the rationality of the management ’ s estimates on the allowance for inventory valuation.

Other Matter

Weikeng Industrial Co., Ltd. has additionally prepared its parent company only financial statements as of and for the years ended December 31, 2021 and 2020, on which we have issued an unmodified opinion.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

The management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and IFRSs, IASs, IFRIC, SIC endorsed and issued into effect by the Financial Supervisory Commission of the Republic of China, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

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In preparing the consolidated financial statements, management is responsible for assessing the Group ’ s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Those charged with governance (including Audit Committee) are responsible for overseeing the Group ’ s financial reporting process.

AuditorsResponsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors ’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the auditing standards generally accepted in the Republic of China will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with auditing standards generally accepted in the Republic of China, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group ’ s internal control.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management ’ s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group ’ s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor ’ s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor ’ s report. However, future events or conditions may cause the Group to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient and appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on this consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor ’ s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partners on the audit resulting in this independent auditors ’ report are Jui-Lan Lo and Yiu-Kwan Au.

KPMG

Taipei, Taiwan (Republic of China) March 25, 2022

Notes to Readers

The accompanying consolidated financial statements are intended only to present the consolidated financial position, financial performance and cash flows in accordance with the accounting principles and practices generally accepted in the Republic of China and not those of any other jurisdictions. The standards, procedures and practices to audit such consolidated financial statements are those generally accepted and applied in the Republic of China.

The independent auditors ’ audit report and the accompanying consolidated financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English and Chinese language independent auditors ’ audit report and consolidated financial statements, the Chinese version shall prevail.

49/53

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Assets
Current assets:
1100
Cash and cash equivalents (note (6)(a))
1110
Current financial assets at fair value through profit or loss (note (6)(b))
1170
Notes and accounts receivable, net (notes (6)(d) and (7))
1200
Other receivables (notes (6)(d) and (6)(e))
1300
Inventories, net (note (6)(f))
1470
Prepaid expenses and other current assets
Non-current assets:
1510
Non-current financial assets at fair value through profit or loss (note
(6)(b))
1517
Non-current financial assets at fair value through other comprehensive
income (note (6)(c))
1600
Property, plant and equipment (note (6)(g))
1755
Right-of-use assets (note (6)(h))
1780
Intangible assets
1840
Deferred tax assets (note (6)(o))
1900
Other non-current assets
Total assets
December 31, 2021
Amount
%
$ 2,266,607
8
607
-
13,548,981
49
376,347
1
10,286,868
38
197,132
1
December 31, 2020
Amount
%
2,486,340
11
624
-
10,679,023
47
912,877
4
7,855,756
34
218,979
1
22,153,599
97
-
-
44,822
-
134,770
1
190,179
1
53,665
-
203,229
1
73,566
-
700,231
3
22,853,830
100
Liabilities and Equity
Current liabilities:
2100
Short-term borrowings (note (6)(i))
2130
Current contract liabilities (note (6)(r))
2170
Notes and accounts payable
2200
Other payables (notes (6)(j) and (7))
2230
Current tax liabilities (note (6)(o))
2280
Current lease liabilities (note (6)(l))
2300
Other current liabilities
Non-current liabilities:
2500
Non-current financial liabilities at fair value through profit or loss (note
(6)(b))
2530
Convertible bonds payable (note (6)(k))
2570
Deferred tax liabilities (note (6)(o))
2580
Non-current lease liabilities (note (6)(l))
2640
Non-current net defined benefit liabilities
(note (6)(n))
2670
Other non-current liabilities
Total liabilities
Equity (note (6)(p)):
3100
Ordinary shares
3200
Capital surplus
Retained earnings:
3310
Legal reserve
3320
Special reserve
3350
Unappropriated retained earnings
Other equity interest:
3410
Exchange differences on translation of foreign financial statements
3420
Unrealized gains (losses) from financial assets measured at fair value
through other comprehensive income
Total equity
Total liabilities and equity
December 31, 2021 December 31, 2021 December 31, 2021 December 31, 2021
Amount % Amount
$
26,676,542
97
375
-
40,065
-
133,459
1
317,375
1
30,480
-
262,057
1
74,877
-
18,377,950
67
15,232,451
66
-
-
9,600
-
126,336
-
929,322
4
697,487
3
408,431
2
188,566
1
78,793
-
122,222
-
120,974
1
181
-
181
-
858,688
3
1,134,792
4
1,547,301
7
$
27,535,230
100
19,512,742
71
16,779,752
73
4,159,342
15
3,677,513
16
1,275,927
5
941,349
4
960,709
4
890,626
4
365,705
1
229,459
1
1,715,388
6
700,837
3
3,041,802
11
1,820,922
8
(373,405)
(2)
(282,193)
(1)
(81,178)
-
(83,513)
-
(454,583)
(2)
(365,706)
(1)
8,022,488
29
6,074,078
27
$ 27,535,230
100
22,853,830
100

See accompanying notes to consolidated financial statements.

50/53

(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Comprehensive Income

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Share)

4100
Net sales revenue (note (6)(r) and note (7))
5000
Cost of sales (note (6)(f))
Gross profit
Operating expenses (notes (6)(l), (6)(m), (6)(n), (7) and (12)):
6100
Selling expenses
6200
Administrative expenses
6450
Expected credit (gains) losses (note (6)(d))
Net operating income
Non-operating income and expenses:
7100
Interest income
7010
Other income (note (7))
7235
Gains on financial assets (liabilities) at fair value through profit or loss, net
7230
Foreign currency exchange gains (losses), net (note (6)(t))
7050
Finance costs (note (6)(l))
7590
Miscellaneous disbursements
7900
Profit before tax
7950
Income tax expenses (note (6)(o))
8200
Profit
Other comprehensive income:
8310
Components of other comprehensive income that will not be reclassified to profit or loss
8311
(Losses) gains on remeasurements of defined benefit plans (note (6)(n))
8316
Unrealized gains from investments in equity instruments measured at fair value through other
comprehensive income
8349
Less: income tax relating to components of other comprehensive income that will not be reclassified to
profit or loss
8360
Components of other comprehensive income that may be reclassified to profit or loss
8361
Exchange differences on translation of foreign financial statements
8399
Less: income tax relating to components of other comprehensive income that may be reclassified to
profit or loss (note (6)(o))
Other comprehensive income, net
8500
Comprehensive income
Earnings per common share (expressed in dollars) (note (6)(q))
9750
Basic earnings per share
9850
Diluted earnings per share
2021 2021 %
100
93
2020 2020 %
100
95
Amount
72,404,886
67,242,044
Amount
58,413,402
55,345,619
$
5,162,842 7 3,067,783 5
2,019,819
626,981
(9,577)
3
1
-
1,615,273
473,293
3,014
3
-
-
2,637,223 4 2,091,580 3
2,525,619 3 976,203 2
3,381
22,831
7,921
61,390
(169,048)
(774)
-
-
-
-
-
-
4,668
44,872
3,203
157,073
(251,624)
(1,307)
-
-
-
-
-
-
(74,299) - (43,115) -
2,451,320
730,180
3
1
933,088
233,779
2
-
1,721,140 2 699,309 2
(8,145)
3,099
(1,629)
-
-
-
-
1,910
1,639
382
-
-
-
-
(3,417) 3,167
(114,017)
(22,805)
-
-
-
(172,356)
(34,471)
-
-
-
(91,212) (137,885)
(94,629) - (134,718) -
$ 1,626,511 2 564,591 2
$ 4.54 1.90
$ 4.02 1.84

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES

Consolidated Statement of Changes in Equity

For the years ended December 31, 2021 and 2020

(Expressed in Thousands of New Taiwan Dollars)

Ordinary
shares
Balance at January 1, 2020
$ 3,677,513
Appropriation and distribution of retained earnings:
Legal reserve appropriated
-
Special reserve reversed
-
Cash dividends
-
-
Consolidated net income for the year ended December 31, 2020
-
Other comprehensive income for the year ended December 31, 2020
-
Total comprehensive income for the year ended December 31, 2020
-
Conversion of convertible bonds
-
Balance at December 31, 2020
3,677,513
Appropriation and distribution of retained earnings:
Legal reserve appropriated
-
Special reserve appropriated
-
Cash dividends
-
-
Consolidated net income for the year ended December 31, 2021
-
Other comprehensive income for the year ended December 31, 2021
-
Total comprehensive income for the year ended December 31, 2021
-
Issuance of convertible bonds
481,829
Disposal of investments in equity instruments designated at fair value through other comprehensive income
-
Balance at December 31, 2021
$
4,159,342
Ordinary
shares
Capital
surplus
Retained earnings Retained earnings Retained earnings Other equity interest Other equity interest Total
equity
Exchange
differences on
translation of
foreign financial
statements
Unrealized gains
(losses) from
financial assets
measured at
fair value
through other
comprehensive
income
Legal
reserve
Special
reserve
Unappropriated
retained
earnings
$ 3,677,513 884,335 864,760 138,615 329,162 (144,308) (85,152) 5,664,925
-
-
-
-
-
-
25,866
-
-
-
90,844
-
(25,866)
(90,844)
(212,452)
-

-

-
-
-
-
-
-
(212,452)
- - 25,866 90,844 (329,162) - - (212,452)
-
-
-
-
-
-
-
-
699,309
1,528
-

(137,885)
-
1,639
699,309
(134,718)
- - - - 700,837 (137,885) 1,639 564,591
- 57,014 - - - - - 57,014
3,677,513 941,349 890,626 229,459 700,837 (282,193) (83,513) 6,074,078
-
-
-
-
-
-
70,083
-
-
-
136,246
-
(70,083)
(136,246)
(494,508)
-

-

-
-
-
-
-
-
(494,508)
- - 70,083 136,246 (700,837) - - (494,508)
-
-
-
-
-
-
-
-
1,721,140
(6,516)
-

(91,212)
-
3,099
1,721,140
(94,629)
- - - - 1,714,624 (91,212) 3,099 1,626,511
481,829 334,578 - - - - - 816,407
- - - 764 - (764) -

$
4,159,342
1,275,927 960,709 365,705 1,715,388 (373,405) (81,178) 8,022,488

See accompanying notes to consolidated financial statements.

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(English Translation of Consolidated Financial Statements Originally Issued in Chinese) WEIKENG INDUSTRIAL CO., LTD. AND SUBSIDIARIES Consolidated Statement of Cash Flows For the years ended December 31, 2021 and 2020 (Expressed in Thousands of New Taiwan Dollars)

Cash flows from (used in) operating activities:
Profit before tax
Adjustments:
Adjustments to reconcile profit (loss):
Depreciation expenses
Amortization expenses
Expected credit (gains) losses
Net gains on financial assets or liabilities at fair value through profit or loss
Interest expenses
Interest income
Others
Changes in operating assets and liabilities:
Decrease (increase) in financial assets at fair value through profit or loss
Decrease (increase) in notes and accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepaid expenses and other current assets
Increase (decrease) in notes and accounts payable
Increase (decrease) in other payable
Increase (decrease) in contract liabilities and other current liabilities
Others
Total changes in operating assets and liabilities
Total adjustments
Cash flow (used in) from operations
Interest received
Interest paid
Income taxes paid
Net cash flows used in operating activities
Cash flows from (used in) investing activities:
Proceeds from disposal of financial assets at fair value through other comprehensive income
Proceeds from capital reduction of financial assets at fair value through other comprehensive
income
Acquisition of property, plant and equipment
Disposal of property, plant and equipment
Increase in refundable deposits
Acquisition of intangible assets
Increase in other prepayments
Net cash flows used in investing activities
Cash flows from (used in) financing activities:
Increase (decrease) in short-term loans
Proceeds from issuing bonds
Decrease in guarantee deposits received
Payments of lease liabilities
Cash dividends paid
Net cash flows from financing activities
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period
2021
$ 2,451,320
2020
933,088
157,550
26,800
(9,577)
(7,921)
169,048
(3,381)
141
152,828
23,841
3,014
(3,203)
251,624
(4,668)
14
332,660 423,450
11
(2,860,381)
536,530
(2,431,112)
21,869
(2,339)
(2,458,584)
334,794
2,623,244
57,773
(4,733,083) 554,888
1,732,288
(291,325)
115,692
(6,897)
(1,740,358)
(130,910)
196,033
(6,123)
1,549,758 (1,681,358)
(3,183,325) (1,126,470)
(2,850,665) (703,020)
(399,345)
3,381
(157,648)
(155,052)
230,068
4,668
(271,398)
(157,158)
(708,664) (193,820)
7,451
405
(12,118)
282
(753)
(6,533)
(558)
-
1,979
(3,112)
-
(1,918)
(35,212)
-
(11,824) (38,263)
1,250,733
-
-
(139,486)
(494,508)
(99,538)
1,000,000
(30)
(134,924)
(212,452)
616,739 553,056
(115,984) (170,994)
(219,733)
2,486,340
149,979
2,336,361
$
2,266,607
2,486,340

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